Common use of Compliance Certificates Clause in Contracts

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall also promptly notify the Trustee at least 30 days in advance of writing should the Company's fiscal year be changed so that the end thereof is on any change in its date other than the date on which the Company's fiscal yearyear currently ends. The certificate need not comply with Section 102 hereof. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 501(4) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on the last Friday in the month of December of each calendar year), an Officers' ’ Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company’s fiscal year be changed so that the end thereof is on any date other than the date on which the Company’s fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' ’ Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company’s fiscal year, an Officers' ’ Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries during and the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Company’s performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's their knowledge, the Company has complied with all conditions and each Subsidiary Guarantor has keptcovenants under this Indenture. For purposes of this Section 4.17, observed, performed and fulfilled each and every covenant contained in such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture and is not in default in Indenture. If the performance or observance of any Officers of the terms, provisions and conditions hereof (or, if Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe the nature of any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 90 days after the end of its fiscal year, a certificate signed by the Company’s independent certified public accountants stating (i) that their audit examination has included a review of the American Institute terms of Certified Public Accountantsthis Indenture and the Notes as they relate to accounting matters, (ii) that they have read the year-end financial statements most recent Officers’ Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of the Company’s fiscal year, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Each Issuer shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the Companysuch Issuer (which fiscal year currently ends on December 31), an Officers' Certificate substantially in the form of Exhibit J hereto, stating (i) that a review of the activities of the Company and the Subsidiaries such Issuer during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company such Issuer and its Subsidiaries has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating(ii) that, as to each such Officer signing such certificate, thatOfficer's Certificate, to the best of such Officer's his or her knowledge, the Company such Issuer and each Subsidiary Guarantor its Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is (ii) whether or not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware signer knows of any Default or Event of Default by such Issuer that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or default in Event of Default, the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying certificate shall describe each such Default or Event of Default and what its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. Each Issuer shall also promptly notify the Trustee in writing should such Issuer's fiscal year be changed so that the end thereof is on any date other than the date on which such Issuer's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act. (b) The Issuers shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the giving of notice and the lapse of time would be an Event of Default within the meaning of Section 5.01(5) hereof. (c) The Issuers shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or Event of Default that is continuing), an Officers' Certificate setting forth the details of such Default or Event of Default and the action that the Company or any Subsidiary Guarantor proposes Issuers propose to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to whether or not the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware signer knows of any Default or Event of Default by the Company that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or default in Event of Default, the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying certificate shall describe each such Default or Event of Default and what its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 102 hereof. (b) The Company shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or Event of Default that is continuing), an Officer's Certificate setting forth the details of such Default or Event of Default and the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 60 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants fiscal quarters (which shall be a firm 120 days after the end of established national reputationthe Company's last fiscal quarter of its fiscal year) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate Certificate, stating that any such written statement would be contrary to whether or not the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors willsigners, so long as any of the Securities are outstandingafter due inquiry, deliver to the Trustee forthwith upon any Officer becoming aware know of any Default or Event of Default which occurred during such fiscal quarter. An Officers' Certificate delivered within 120 days after the end of the Company's fiscal year shall also contain a certification from the principal executive officer, principal financial officer or default in principal accounting officer of the performance Company as to such officer's knowledge of any covenant, agreement or condition contained in the Company's compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.05(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officer does know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default, and its status. The first certificate to be delivered pursuant to this Section 4.05(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, as soon as possible and in any event within 10 days after the Company becomes aware of the occurrence of each Default or Event of Default which is continuing, an Officers' Certificate specifying setting forth the details of such Default or Event of Default Default, and what the action which the Company or any Subsidiary Guarantor has taken and proposes to take with respect thereto. Following receipt of such Officers' Certificate, the Trustee shall send the notice called for by Section 7.05, except as provided therein.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on February 28 (29)), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company Issuer shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal year of the CompanyIssuer (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in the form of Exhibit J hereto, stating (i) that a review of the activities of the Company and the Subsidiaries Issuer during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company Issuer and its Subsidiaries has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating(ii) that, as to each such Officer signing such certificate, thatOfficer's Certificate, to the best of such Officer's his or her knowledge, the Company Issuer and each Subsidiary Guarantor its Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is (ii) whether or not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware signer knows of any Default or Event of Default by the Issuer that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or default in Event of Default, the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying certificate shall describe each such Default or Event of Default and what its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. The Issuer shall also promptly notify the Trustee in writing should the Issuer's fiscal year be changed so that the end thereof is on any date other than the date on which the Issuer's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act. (b) The Issuer shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or Event of Default that is continuing), an Officer's Certificate setting forth the details of such Default or Event of Default and the action that the Company or any Subsidiary Guarantor Issuer proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) Officers of the Company must certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and Regulated Subsidiaries and the Company’s and its Restricted Subsidiaries’ and its Regulated Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal year beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, ’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article 4 and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon within 90 days after the end of such fiscal year an Officer’s Certificate stating that such compliance would be so contrary and any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' ’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's ’s knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's ’s knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' ’ Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' ’ Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Commencing with the fiscal year ending December 31, 1998, the Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal year of the Company a certificate of a firm of independent accountants with respect to the compliance by the Company and the Servicer, in all material respects, with their respective obligations arising under this Indenture. If such accountant knows of such a default, the certificate shall describe the default. (b) Commencing with the fiscal quarter ending December 31, 1998, on or before 45 days after the end of each fiscal quarter of the Company, the Company shall deliver an Officers' Certificate substantially in to the form of Exhibit J hereto, stating Trustee to the effect that a review of the activities of the Company and the Subsidiaries during the Company's preceding fiscal year quarter has been made under the supervision of the signing Officers officers executing such Officers' Certificate with a view to determining whether during such period the Company has kept, observed, and the Servicer have performed and fulfilled its observed all of their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof either (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoA) and stating that to the best of such Officer's knowledge, after reasonable inquiry, their knowledge no event Default by the Company or the Servicer under this Indenture has occurred and remains in existence by reason of which payments on account of the principal of, premium, if anyis continuing, or interest, if any, on the Securities are prohibited or, (B) if such event a Default has occurred, a description of the event occurred and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredis continuing, specifying such Default and the nature and period of existence status thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, will deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default stating whether or Event not the signee knows of Default and what action any default by the Company or in performing its covenants under this Indenture within 15 days of a written request by the Trustee. The Company will perform, execute, acknowledge and deliver, all such further acts, instruments, and assurances as may reasonably be requested by the Trustee. The certificates required under this Section 5.6 need not comply with Section 11.4. (d) The Company will deliver to the Trustee within 15 days after the occurrence thereof written notice of any Subsidiary Guarantor proposes to take with respect theretoDefault.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the TrusteeTrustee and the Collateral Agent, within 90 days after the end concurrently with each delivery of each fiscal year financial statements required by Section 4.09(a)(3) and (a)(4), a certificate from an Officer of the Company, an Officers' Certificate substantially Company (in the form of Exhibit J hereto, his or her capacity as such and not in his or her individual capacity) stating (i) that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year quarter or fiscal year, as the case may be, has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the other Note Documents, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's his or her knowledge, that the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance other Note Documents and no Default or observance Event of any of the terms, provisions and conditions hereof Default exists (or, if a Default or Event of Default shall have occurredexists, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and (ii) either (x) that all action has been taken with respect to the best recording, filing, re-recording and refiling of this Indenture and all amendments, supplemental indentures, financing statements, continuation statements and other documents, as are necessary to maintain the perfected Liens created under the Security Documents under applicable law and reciting the details of such Officer's knowledgeaction or referring to prior such certificates in which such details are given or (y) that no such action is necessary to maintain such Liens. In addition, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account such certificate shall include a reasonably detailed calculation of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company Collateral Rig Leverage Ratio and the Subsidiary Guarantors are taking or propose to take Total Leverage Ratio for such period and whether Holdings is in compliance with respect theretothe covenants set forth in Sections 4.14 and 4.15. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, If such certificate states that the Total Leverage Ratio as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations last day of the American Institute relevant fiscal quarter of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statementHoldings exceeds 10.00:1.00, the Company shall furnish notify the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company Collateral Agent to, and the Subsidiary Guarantors willCollateral Agent shall promptly, so long instruct the relevant depositary bank under the control agreements for the Earnings Account and Bareboat Account to institute a Blocked Period (as any of the Securities are outstandingdefined in Section 4.15) (such instruction, deliver to the Trustee forthwith upon any Officer becoming aware of any a “Blocking Notice”). If such certificate states that no Default or Event of Default exists and the Total Leverage Ratio as of the last day of the relevant fiscal quarter of Holdings is equal to or default in the performance of any covenantless than 10.00:1.00, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or shall notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements for the Earnings Account and Bareboat Account to revoke any Subsidiary Guarantor proposes to take with respect theretothen existing Blocked Period and Blocking Notice.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days of the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; PROVIDED that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver On or prior to the Trusteedate that each annual audit report is required to be furnished pursuant to Section 10.1.1 and each set of quarterly statements is required to be furnished pursuant to Section 10.1.2, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially a duly completed compliance certificate in the form of Exhibit J heretoB, stating that with appropriate insertions, dated the date of such annual report or such quarterly statements and signed by a review Senior Officer of the activities Company, containing (i) a certification of such Senior Officer that the financial statements accompanying such compliance certificate have been prepared in accordance with GAAP applied consistently throughout the periods covered thereby and with prior periods (except as disclosed therein), (ii) a computation of each of the Company financial ratios and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed restrictions set forth in Section 11.12 and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best effect that such officer has not become aware of such Officer's knowledge, the Company and each Subsidiary Guarantor any Event of Default or Unmatured Event of Default that has kept, observed, performed and fulfilled each and every covenant contained in this Indenture occurred and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (continuing or, if a Default or Event of Default shall have occurredthere is any such event, describing all such Defaults or Events of Default of which such Officer may have knowledge it and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumsteps, if any, or interestbeing taken to cure it, if any, on (iii) to the Securities are prohibited or, if such event has occurred, a description of the event and what action extent the Company and shall cease to file regular, periodic reports with the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents thatSEC, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants ’s management setting forth a discussion of the Company’s financial condition, changes in financial condition and results of operations and (which iv) at any time when there are any Unrestricted Subsidiaries, a completed Unrestricted Subsidiary Reconciliation Statement signed by a Senior Officer of the Company stating that such reconciliation statement accurately reflects all adjustments necessary to treat the Unrestricted Subsidiaries as if they were not consolidated with the Company and to otherwise eliminate all accounts of the Unrestricted Subsidiaries and reflects no other adjustment from the related GAAP financial statement (except as otherwise disclosed in such reconciliation statement). The computations in each Compliance Certificate shall be a firm made after giving effect to the Centene Plaza Subsidiary Exclusion, and shall demonstrate the calculation of established national reputation) that in making the examination necessary for certification of such Centene Plaza Subsidiary Exclusion and the effect thereof on Company’s financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (in form and detail satisfactory to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public AccountantsAdministrative Agent. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto’ Certificate, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Company and the Subsidiary Guarantors has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's Officers’ knowledge, each of the Company and each the Subsidiary Guarantor Guarantors has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer Officers may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's Officers’ knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' ’ Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Section 4.07 of this Indenture (to the extent such provisions relate provision relates to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' ’ Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Commencing with the fiscal year ending December 31, 1999, the Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal year of the Company a certificate of a firm of independent accountants with respect to the compliance by the Company and the Servicer, in all material respects, with their respective obligations arising under this Indenture. If such accountant knows of such a default, the certificate shall describe the default. (b) Commencing with the fiscal quarter ending December 31, 1999, on or before 45 days after the end of each fiscal quarter of the Company, the Company shall deliver an Officers' Certificate substantially in to the form of Exhibit J hereto, stating Trustee to the effect that a review of the activities of the Company and the Subsidiaries during the Company's preceding fiscal year quarter has been made under the supervision of the signing Officers officers executing such Officers' Certificate with a view to determining whether during such period the Company has kept, observed, and the Servicer have performed and fulfilled its observed all of their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof either (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoA) and stating that to the best of such Officer's knowledge, after reasonable inquiry, their knowledge no event Default by the Company or the Servicer under this Indenture has occurred and remains in existence by reason of which payments on account of the principal of, premium, if anyis continuing, or interest, if any, on the Securities are prohibited or, (B) if such event a Default has occurred, a description of the event occurred and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredis continuing, specifying such Default and the nature and period of existence status thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, will deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default stating whether or Event not the signee knows of Default and what action any default by the Company or in performing its covenants under this Indenture within 15 days of a written request by the Trustee. The Company will perform, execute, acknowledge and deliver, all such further acts, instruments, and assurances as may reasonably be requested by the Trustee. The certificates required under this Section 5.6 need not comply with Section 11.4. (d) The Company will deliver to the Trustee within 15 days after the occurrence thereof written notice of any Subsidiary Guarantor proposes to take with respect theretoDefault.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each of its first three fiscal quarters of each of its fiscal years, and 90 days after the end of the last fiscal quarter of each fiscal year, an Officers’ Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers’ Certificate delivered within 90 days of the end of the Company’s fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer that a review has been conducted of the activities of the Restricted Group Members and the Restricted Group Members’ performance under this Indenture and that, to the knowledge of such Officers, the Restricted Group Members have complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the signers of any such Officers’ Certificate know of a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter of NII beginning after the execution of this Indenture. (b) So long as (and to the extent) not prohibited by the then current recommendations of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company’s fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to financial matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the provisions of Sections 4.07, 4.09, 4.10, 4.11 Articles Four or 4.15 Five of this Indenture (as they pertain to the extent such provisions relate to accounting matters) orfinancial matters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided, that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of each of the Company’s fiscal years, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Group Members. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31, an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, stating that a review of the activities principal financial officer or principal accounting officer of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision as to his or her knowledge of the signing Officers Company's compliance with a view to determining whether the Company has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this SECTION 4.17, and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in grace or requirement of notice provided under this Indenture and is not in default in the performance or observance of Indenture. If any of the terms, provisions and conditions hereof (or, if officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4)its status. The Company hereby represents that, as of first certificate to be delivered pursuant to this SECTION 4.17(a) shall be for the Issue Date, its first fiscal year ends December 31, and hereby covenants that it shall notify beginning after the Trustee at least 30 days in advance execution of any change in its fiscal yearthis Indenture. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 90 days after the end of each fiscal year, beginning with the American Institute of Certified Public Accountantsfiscal year in which this Indenture was executed, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this SECTION 4.17 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and SECTION 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; PROVIDED that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon within 90 days after the end of such fiscal year an Officer's Certificate stating that such compliance would be so contrary and any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) Officers of the Company must certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and Regulated Subsidiaries and the Company’s and its Restricted Subsidiaries’ and its Regulated Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal year beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, ’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article 4 and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon any Officer becoming aware within 90 days after the end of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, such fiscal year an Officers' ’ Certificate specifying stating that such Default or Event of Default compliance would be so contrary and what action any facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company GST shall deliver to the Trustee, within 90 days after the end of each GST's fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of GST that a review has been conducted of the activities of the Company GST and the Restricted Subsidiaries during and GST's and the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, GST has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.19, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any such officer knows of such a Default or Event of Default, the Company certificate shall describe any such Default or Event of Default and each Subsidiary Guarantor its status. (b) GST shall deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by GST's independent certified public accountants stating (i) that their audit examination has kept, observed, performed and fulfilled each and every covenant contained in included a review of the terms of this Indenture and is the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.19 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that GST or the Issuer was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; PROVIDED that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of each of GST's fiscal years, GST shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and make it available for inspection by the Holders upon reasonable notice to the Trustee and during normal business hours.

Compliance Certificates. (a) The Each of WCI and the Company shall deliver to the Trustee, within 90 days after the end of each WCI's fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of WCI and the Company that a review has been conducted of the activities of WCI, the Company and the Restricted Subsidiaries during and WCI's, the preceding fiscal year has been made under Company's and the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, each of WCI and the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the Company certificate shall describe any such Default or Event of Default and each Subsidiary Guarantor its status. (b) WCI shall (to the extent not prohibited by applicable accounting rules) deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by WCI's independent certified public accountants stating (i) that their audit examination has kept, observed, performed and fulfilled each and every covenant contained in included a review of the terms of this Indenture and is the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that WCI or the Company, as the case may be, was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided, however, that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days after the end of WCI's fiscal year, WCI shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Seven-Year Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Trust or the Corporation, as the case may be, shall deliver to the Trustee within 120 days after the end of each fiscal year of such Company (which fiscal year currently ends on December 31), an Officer's Certificate stating whether or not the signer knows of any Default or Event of Default by such Company that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or Event of Default, the certificate shall describe each such Default or Event of Default and its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. The Trust or the Corporation, as the case may be, shall also promptly notify the Trustee in writing should such Company's fiscal year be changed so that the end thereof is on any date other than the date on which such Company's fiscal year currently ends. The certificate need not comply with Section 102 hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act. (b) The Trust or the Corporation, as the case may be, shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the giving of notice and the lapse of time would be an Event of Default within the meaning of Section 501(4) hereof. (c) The Trust or the Corporation, as the case may be, shall deliver to the Trustee within 90 days after the end of each fiscal year of the a written statement by such Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited oras they relate to accounting matters and (ii) whether, if such event has occurredin connection with their audit examination, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred;provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and Trust or the Subsidiary Guarantors willCorporation, so long as any of the Securities are outstandingcase may be, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action the that such Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Two-Year Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each of the first three fiscal quarters of each year and within 90 days after the end of the last fiscal quarter of each year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) Officers of the Company must certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and Regulated Subsidiaries and the Company’s and its Restricted Subsidiaries’ and its Regulated Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events that would constitute a default, the status of those events and what action the Company is taking or proposes to take in respect thereof. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal year beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, ’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Securities as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article 4 and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon within 90 days after the end of such fiscal year an Officer’s Certificate stating that such compliance would be so contrary and any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Subordinated Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year quarter (120 days after the end of the Companylast fiscal quarter of each year), an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 120 days after the end of the Company's fiscal year, stating such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Subsidiaries during the preceding fiscal year has been made Company's and its Restricted Subsidiaries' performance under the supervision of the signing Officers with a view to determining whether this Indenture and that the Company has kept, observed, performed complied with all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.17, and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in grace or requirement of notice provided under this Indenture and is not in default in the performance or observance of Indenture. If any of the terms, provisions and conditions hereof (or, if Officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4)its status. The Company hereby represents that, as first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearthis Indenture. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 120 days after the end of each fiscal year, beginning with the American Institute of Certified Public Accountantsfiscal year in which this Indenture was executed, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 5.01(4) hereof. (c) The Company shall deliver to the Trustee within 90 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Beginning with respect to the fiscal year ended December 31, 1998, the Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries during and the preceding fiscal year has been made under Company's and the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, the Company has complied with all conditions and each Subsidiary Guarantor covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. (b) Beginning with respect to the fiscal year ended December 31, 1998, the Company shall (to the extent not prohibited by applicable accounting rules) deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has kept, observed, performed and fulfilled each and every covenant contained in included a review of the terms of this Indenture and is the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company, as the case may be, was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided, however, that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days after the end of the Company's fiscal year, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J hereto, stating any Default or Event of Default that a review occurred during such fiscal year. Such certificate shall comply with the applicable provisions of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of TIA. If any of the terms, provisions and conditions hereof (or, if signers of the Officers' Certificate have knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations of Trustee, within 90 days after the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's fiscal year, a certificate signed by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; PROVIDED that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that reason of any failure to obtain knowledge of any such written statement Default or Event of Default that would not be contrary to disclosed in the then current recommendations course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the American Institute date of Certified Public Accountantssuch examination. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a1) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each of the Company's fiscal year years an Officers' Certificate executed by Officers of the Company, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default. Such certificate shall contain a certification from the principal executive officer, stating that a review of the activities principal financial officer or principal accounting officer of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision as to his or her knowledge of the signing Officers Company's compliance with a view to determining whether the Company has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.03(1), and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of grace or requirement of notice provided under this Indenture. If they do know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31Default, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b2) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public AccountantsAccountants as certified by the Company to the Trustee in an Officer's Certificate, the year-Company shall deliver to the Trustee within 125 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationa) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, and (b) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation a Default has occurredcome to their attention, specifying the nature and period of the existence thereof. Where ; PROVIDED, HOWEVER, that the independent certified public accountants delivering such financial statements are statement shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (3) The Company shall deliver to the Trustee as soon as possible and what action in any event within 15 days after the Company becomes aware of the occurrence of each Default or any Subsidiary Guarantor Event of Default, which is continuing, an Officers' Certificate setting forth the details of such Default or Event of Default, and the action which the Company proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 5.01(5) hereof. (c) The Company shall deliver to the Trustee within 100 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; PROVIDED that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall also promptly notify the Trustee at least 30 days in advance of writing should the Company's fiscal year be changed so that the end thereof is on any change in its date other than the date on which the Company's fiscal yearyear currently ends. The certificate need not comply with Section 1.02. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any default which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 6.01(4) or (5). (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on February 28 (29)), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or 66 61 Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall also promptly notify the Trustee at least 30 days in advance of writing should the Company's fiscal year be changed so that the end thereof is on any change in its date other than the date on which the Company's fiscal yearyear currently ends. The certificate need not comply with Section 1.2. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.1(4). (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a1) The Company Issuer shall deliver to the Trustee, within 90 days after the end close of each fiscal year of commencing with the Companyfiscal year ending December 31, 2003, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company Issuer and the its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (continuing or, if a such signers do know of such Default, the certificate shall describe its status with particularity. The Officers' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (2) The Company shall deliver to the Trustee as soon as possible and in any event within 15 days after the Company becomes aware of the occurrence of each Default or Event of Default shall have occurredDefault, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenturecontinuing, an Officers' Certificate specifying setting forth the details of such Default or Event of Default Default, and what the action which the Company or any Subsidiary Guarantor proposes to take with respect thereto. (3) Delivery of reports, and other documents and information to the Trustee pursuant to this Indenture is for informational purposes only and the Trustee's receipt of such documents and information shall not constitute constructive notice of any information contained therein, including the Company's compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely conclusively on Officers' Certificates delivered to it). 1.9 Amendment of Section 4.04. Pursuant to Section 9.02 of the Indenture, Section 4.04 of the Indenture is hereby amended and restated in its entirety to read as follows:

Compliance Certificates. (a1) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the Company's fiscal years a certificate containing a certification from the principal executive officer, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities principal financial officer or principal accounting officer of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision as to his or her knowledge of the signing Officers Company's compliance with a view to determining whether the Company has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.03(l), and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of grace or requirement of notice provided under this Indenture. If they do know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect theretoits status. Such Officers' Certificate shall certificate need not comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, Sections 12.04 and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year12.05. (b2) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the year-Company shall deliver to the Trustee within 120 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationA) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, and (B) whether, in making the examination necessary for certification connection with their audit examination, any Default or Event of such financial statements nothing Default has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation a Default or Event of Default has occurredcome to their attention, specifying the nature and period of the existence thereof. Where ; PROVIDED, HOWEVER, that the independent certified public accountants delivering such financial statements are statement shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (3) The Company shall deliver to the Trustee as soon as possible and what action in any event within 15 days after the Company becomes aware of the occurrence of each Default or any Subsidiary Guarantor Event of Default, which is continuing, an Officers' Certificate (which need not comply with Sections 12.04 and 12.05) setting forth the details of such Default or Event of Default, and the action which the Company proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall also promptly notify the Trustee at least 30 days in advance of writing should the Company's fiscal year be changed so that the end thereof is on any change in its date other than the date on which the Company's fiscal yearyear currently ends. The certificate need not comply with Section 102. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 501(4). (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall and the Guarantors will, except as otherwise provided in this Section 3.8, deliver to the Trustee, within 90 120 days after the end of each of their fiscal year years ending after the date hereof, a written statement (such written statement, a “Compliance Certificate”) signed by the chairman or a chief executive officer, the principal financial officer, principal accounting officer or Treasurer of the Company, an Officers' Certificate substantially in the form of Exhibit J heretoCompany or such Guarantor (as applicable), stating (i) that a review of the activities of the Company and the Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and (ii) that, and further stating, as to the knowledge of each such Officer officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary or such Guarantor (as applicable) has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions provisions, conditions and conditions covenants hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer officers may have knowledge knowledge, their status and what action the Company or such Guarantor (as applicable) is taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $50,000,000), the Company will, except as otherwise provided in this Section 3.8, promptly deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Certificate specifying such event, notice or other action no later than five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto. Notwithstanding any other provision of this Section 3.8 or this Indenture, (i) and the Compliance Certificate referred to in this Section 3.8 that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose would have been required to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon on any Officer becoming aware of any Default or Event of Default or default date before the Covenant Reversion Date (but for this sentence) will not be required to be delivered until the Covenant Reversion Date, and (ii) the Company and the Guarantors will have no obligation to deliver an Officer’s Certificate, as referred to in the performance preceding sentence, relating to the breach of any covenant, agreement or condition a covenant contained in Section 3.7, 3.8 or 3.11 of this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action Indenture that occurred prior to the Company or any Subsidiary Guarantor proposes to take with respect theretoCovenant Reversion Date.

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Five-Year Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 5.01(5) hereof. (c) The Company shall deliver to the Trustee within 100 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' ’ Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company’s fiscal year be changed so that the end thereof is on any date other than the date on which the Company’s fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' ’ Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' ’ Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company’s fiscal year be changed so that the end thereof is on any date other than the date on which the Company’s fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 5.01(5) hereof. (c) The Company shall deliver to the Trustee within 100 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement by the Company’s independent certified public accountants stating (i) that their audit examination has included a review of the Company's independent public accountants terms of this Indenture and the Securities as they relate to accounting matters and (which shall be a firm of established national reputationii) that whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' ’ Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (which fiscal year currently ends on December 31), an Officer's Certificate stating whether or not the signer knows of any Default or Event of Default by the Company that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or Event of Default, the certificate shall describe each such Default or Event of Default and its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 102 hereof. (b) The Company shall deliver to the Trustee, within 90 10 days after the end occurrence thereof, notice of each fiscal year any acceleration which with the giving of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company notice and the Subsidiaries during the preceding fiscal year has been made under the supervision lapse of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or time would be an Event of Default shall have occurred, describing all such Defaults or Events within the meaning of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoSection 501(4) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantshereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on the last Friday in the month of December of each calendar year), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on February 28 (29)), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best 67 61 Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 5.01(5) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) A. The Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on March 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 102 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). ) of the Trust Indenture Act. B. The Company hereby represents thatshall deliver to the Trustee, as within 20 days after the occurrence thereof, notice of any acceleration which with the Issue Date, its giving of notice and the lapse of time would be an Event of Default within the meaning of Section 501(4) hereof. C. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationa) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters and (b) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are Default has occurred; provided that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not accompanied be liable by reason of the failure to obtain knowledge of such a written statement, Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. D. The Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 20 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Issuer and the Company shall each deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Issuer or the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, Event or interest, if any, on the Securities are prohibited or, if such event Default has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall also promptly notify the Trustee at least 30 days in advance of writing should the Company's fiscal year be changed so that the end thereof is on any change in its date other than the date on which the Company's fiscal yearyear currently ends. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee as soon as practicable but in any event not later than 45 days after the end of each fiscal quarter an Officer's Certificate setting forth the American Institute Company's Subordinated Capital Base for purposes of Certified Public Accountants, this Section 1011. The Trustee may conclusively rely on the year-Officer's Certificate for such purposes. (c) The Company shall deliver to the Trustee within 90 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Senior Notes as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are Default has occurred; PROVIDED, that without any restriction as to the scope of the audit examination, such independent certified public accountants shall not accompanied be liable by reason of the failure to obtain knowledge of such a written statement, Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (d) The Issuer and the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, each deliver to the Trustee forthwith upon any Officer becoming aware of any Default or a Default, Event of Default or default Company Event of Default (but in no event later than 10 days after the performance occurrence of any covenanteach Default, agreement Event of Default or condition contained in this IndentureCompany Event of Default that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default, Event of Default or Company Event of Default and what the action the Company or any Subsidiary Guarantor that it proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default, Event of Default, or Company Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to A compliance certificate promptly upon completion of the Trustee, within annual report of Audacy and in no event later than 90 days after the end close of each Audacy’s fiscal year year, in form and substance substantially similar to Exhibit H signed by a Financial Officer or the general counsel of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, Servicer stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Unmatured Event of Default has occurred and what action is continuing, or if any Event of Default or Unmatured Event of Default has occurred and is continuing, stating the Company nature and status thereof and (b) within 45 days after the close of each fiscal quarter of the Servicer, a compliance certificate in form and substance substantially similar to Exhibit H signed by a Financial Officer or the general counsel of the Servicer stating that no Event of Default or Unmatured Event of Default has occurred and is continuing, or if any Subsidiary Guarantor proposes Event of Default, or Unmatured Event of Default has occurred and is continuing, stating the nature and status thereof. within 45 days from the entry thereof unless, in the case of a discharge, such judgment or decree is due at a later date in one or more payments and any Audacy Party satisfies the obligation to take make such payment or payments on or prior to the date such payment or payments become due in accordance with such judgment or decree; or (s) a Financial Covenant Event shall occur; then, and in any such event, the Agent may (or, at the direction of the Majority Investors shall) by notice to the Seller (x) declare the Termination Date to have occurred (in which case the Termination Date shall be deemed to have occurred), (y) declare the Facility Maturity Date to have occurred (in which case the Facility Maturity Date shall be deemed to have occurred) and (z) declare the Aggregate Capital and all other Seller Obligations to be immediately due and payable (in which case the Aggregate Capital and all other Seller Obligations shall be immediately due and payable); provided that, automatically upon the occurrence of any event (without any requirement for the giving of notice) described in subsection (e) of this Section 9.01 with respect theretoto the Seller, the Termination Date shall occur and the Aggregate Capital and all other Seller Obligations shall be immediately due and payable. Upon any such declaration or designation or upon such automatic termination, the Agent and the other Secured Parties shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of the Support Assets shall be applied in the order of priority set forth in Section 3.01.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officers of the Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each the Company's fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (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 paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) LGII will deliver to the Trustee within 45 days after the end of each of LGII's first three fiscal quarters and within 90 days after the end of LGII's fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by LGII or an event that, with notice or lapse of time or both, would constitute a default by LGII under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of LGII beginning after the Measurement Date. LGII shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of LGII's compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) LGII shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by LGII's independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Subordinated Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) LGII will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after LGII becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by LGII under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company LGII is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) LGII will deliver to the Trustee within 45 days after the end of each of LGII's first three fiscal quarters and within 90 days after the end of LGII's fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by LGII or an event that, with notice or lapse of time or both, would constitute a default by LGII under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of LGII beginning after the Measurement Date. LGII shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of LGII's compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) LGII shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by LGII's independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Two-Year Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) LGII will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after LGII becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by LGII under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company LGII is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, wouxx xxxxxxxute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least anxxxxxx xxxm its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audix xxxxxxxxion has included a review of the Companyterms of this Indenture and the Five-Year Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the xxxxxxxxxe of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in signed by the form of Exhibit J heretoprincipal executive, stating that a review of the activities financial or accounting officer of the Company and stating whether or not the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (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 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which 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 that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware signer knows of any Default or Event of Default by the Company that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or default in Event of Default, the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying certificate shall describe each such Default or Event of Default and what its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 102 hereof. (b) The Company shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or Event of Default that is continuing), an Officer's Certificate setting forth the details of such Default or Event of Default and the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 102 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 501(5) hereof. (c) The Company shall deliver to the Trustee within 100 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.