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 the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. (b) The Company shall 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 included a review of the terms of this Indenture and 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 the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Issuer shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 Issuer's fiscal year. Such certificates , such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company Issuer that a review has been conducted of the activities of the Company Issuer and the its Restricted Subsidiaries and the CompanyIssuer's and the its Restricted Subsidiaries' performance under this Indenture and that, to that the best knowledge of such officer, the Company Issuer has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.18, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any the officers of the Issuer signing such officer knows 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 4.18(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company Issuer shall deliver to the Trustee, within 90 days after the end of its the Issuer's fiscal year, a certificate signed by the CompanyIssuer's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 4.18 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company Issuer was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officertheir knowledge, 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 the Officers of the Company signing such officer knows certificate do know of such a Default or Event of Default, the certificate shall describe the nature of any such Default or Event of Default and its status. (b) The Company shall 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 included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal yearsyear, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 TrusteeTrustee and the Collateral Agent, within 90 days after the end concurrently with each delivery of the Company's fiscal yearfinancial statements required by Section 4.09(a)(3) and (a)(4), a certificate from an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Officer of the Company (in his or her capacity as such and not in his or her individual capacity) stating (i) that a review has been conducted of the activities of the Company during the preceding fiscal quarter or fiscal year, as the case may be, has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and thatthe other Note Documents, and further stating, as to each such Officer signing such certificate, that to the best knowledge of such officerhis or her knowledge, that the Company has complied with all conditions kept, observed, performed and covenants under fulfilled each and every covenant contained in this Indenture. For purposes Indenture and the other Note Documents and no Default or Event of this Section 4.17Default exists (or, 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 if a Default or Event of DefaultDefault exists, describing all such Defaults or Events of Default of which 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 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 action 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, such certificate shall include a reasonably detailed calculation of the Collateral Rig Leverage Ratio and the Total Leverage Ratio for such period and whether Holdings is in compliance with the covenants set forth in Sections 4.14 and 4.15. If such certificate states that the Total Leverage Ratio as of the last day of the relevant fiscal quarter of Holdings exceeds 10.00:1.00, the Company shall notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as applicable, for the Earnings Account and Bareboat Accounts to institute a Blocked Period (as defined in Section 4.15) (such instruction, a “Blocking Notice”). If such certificate shall describe any such states that no Default or Event of Default exists and its status. (b) The Company shall 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 included a review Total Leverage Ratio as of the terms of this Indenture and 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 the Company was not in compliance with any last day of the terms, covenants, provisions relevant fiscal quarter of Holdings is equal to or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal yearsless than 10.00:1.00, the Company shall deliver notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as applicable, for the Earnings Account and Bareboat Accounts to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to revoke any such list except to keep it on file then existing Blocked Period and available for inspection by the HoldersBlocking Notice.

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 the Company's fiscal yearfinancial statements required by Section 4.09(a)(3) and (a)(4), a certificate from an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Officer of the Company (in his or her capacity as such and not in his or her individual capacity) stating (i) that a review has been conducted of the activities of the Company during the preceding fiscal quarter or fiscal year, as the case may be, has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and thatthe other Note Documents, and further stating, as to each such Officer signing such certificate, that to the best knowledge of such officerhis or her knowledge, that the Company has complied with all conditions kept, observed, performed and covenants under fulfilled each and every covenant contained in this Indenture. For purposes Indenture and the other Note Documents and no Default or Event of this Section 4.17Default exists (or, 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 if a Default or Event of DefaultDefault exists, describing all such Defaults or Events of Default of which 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 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 action 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, such certificate shall include a reasonably detailed calculation of the Collateral Rig Leverage Ratio and the Total Leverage Ratio for such period and whether Holdings is in compliance with the covenants set forth in Sections 4.14 and 4.15. If such certificate states that the Total Leverage Ratio as of the last day of the relevant fiscal quarter of Holdings exceeds 10.00:1.00, the Company shall notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as applicable, for the Earnings Account and Bareboat Account to institute a Blocked Period (as defined in Section 4.15) (such instruction, a “Blocking Notice”). If such certificate shall describe any such states that no Default or Event of Default exists and its status. (b) The Company shall 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 included a review Total Leverage Ratio as of the terms of this Indenture and 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 the Company was not in compliance with any last day of the terms, covenants, provisions relevant fiscal quarter of Holdings is equal to or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal yearsless than 10.00:1.00, the Company shall deliver notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as applicable, for the Earnings Account and Bareboat Account to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to revoke any such list except to keep it on file then existing Blocked Period and available for inspection by the HoldersBlocking Notice.

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 Company's 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 certificates , 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 Restricted Group Members and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' Group Members’ performance under this Indenture and that, to the best knowledge of such officerOfficers, the Company has Restricted Group Members have complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 officer knows Officers’ Certificate 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 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 its the Company’s fiscal year, a certificate signed by the Company's ’s independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities Notes as they relate to accounting financial matters, (ii) that they have read the most recent Officers' ’ Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions of Articles Four or conditions of Article Four and Section 5.01 Five of this Indenture as they pertain to accounting financial matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's ’s fiscal years, the Company shall deliver to the Trustee a list of all Significant SubsidiariesGroup Members. The Trustee shall have no duty with respect to 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 60 days after the end of each of the first three fiscal quarters of each year and within 120 days after the end of the Company's 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 120 days after the end of the Company’s fiscal year. Such certificates , 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 the its Restricted Subsidiaries and the Company's ’s and the its Restricted Subsidiaries' ’ performance under this Indenture and that, to the best knowledge of such officer, 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 officer knows 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. (b. The first certificate to be delivered pursuant to this Section 4.14(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. The Company shall deliver to the Trustee, within 90 120 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's ’s independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of . Notwithstanding the end of each of the Company's fiscal yearsforegoing, the Company shall not be obligated to deliver such a certificate signed by the Company’s independent certified public accountants at any time when the Company’s and its Restricted Subsidiaries’ obligations to the Trustee a list of all Significant Subsidiaries. The Trustee comply with Sections 4.03, 4.05, 4.06, 4.07, 4.08, 4.10, 4.19 and Article Five shall have no duty with respect terminated (and shall not have been reinstated) pursuant to any such list except to keep it on file and available for inspection by the HoldersSection 4.20.

Compliance Certificates. (a) The Issuer and the Company shall each deliver to the Trustee, within 90 days after the end of the Company's each fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default by the Issuer or the Company that occurred during such fiscal year. Such certificates 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 Issuer or the Company, as the case may be, as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries Issuer's and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 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 Issuer or the Company, as the case may be, signing such officer knows 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 its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate Certificates delivered to the Trustee pursuant to paragraph (a) of this Section SECTION 4.17 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Issuer or the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section SECTION 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided 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. (c) Within 90 days of the end of each of the Company's fiscal years, the . The Company shall deliver not be required to comply with the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty foregoing clause (b) with respect to any fiscal year if such list except compliance would be contrary to keep it on file the recommendations of the American Institute of Certified Public Accountants or the requirements or recommendations of the Public Company Accounting Oversight Board so long as the Company delivers to the Trustee within 90 days after the end of such fiscal year an Officer's Certificate stating that such compliance would be so contrary and available for inspection by any facts particular to the HoldersCompany that may have caused such compliance to be 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's fiscal year, an Officers' Certificate ’ Certificate, stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted 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 the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such officerOfficers’ knowledge, the Company and each Subsidiary Guarantor has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such 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 Officers’ knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of any amount (or delivery of shares of Common Stock (or other property)) with respect to 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 statusfiscal 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) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 5.02 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's ’s independent certified public accountants stating (iwhich shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any provisions of the terms, covenants, provisions or conditions of Article Four and Section 5.01 5.07 of this Indenture as they pertain (to the extent such provision relates to accounting matters andmatters) or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided . 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 independent certified public accountants shall not written statement would be liable in respect contrary to the then current recommendations of such statement by reason 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 failure to obtain knowledge 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 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, and what action the Company shall deliver or any Subsidiary Guarantor proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

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 the form of Exhibit D hereto, stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted 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 the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and the Pledge Agreement, and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such officerOfficer's knowledge, the Company and each Guarantor has complied with all kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Pledge Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17hereof or the Pledge Agreement (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA (S)314(a)(4). The Company hereby represents that, as of the Issue Date, its statusfiscal 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) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (iwhich shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any provisions of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4.07 through Section 4.18 of this Indenture as they pertain (to the extent such provisions relate to accounting matters andmatters) or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided . 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 independent certified public accountants shall not written statement would be liable in respect contrary to the then current recommendations of such statement by reason the American Institute of Certified Public Accountants. (c) The Company and the Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee within 10 Business Days of any failure to obtain knowledge 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 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, and what action the Company shall deliver or any Guarantor proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries during the Restricted Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's ’s independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary’s financial statements are not prepared on a consolidated basis with the Company’s, such Restricted Subsidiary’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any of the Restricted Subsidiaries is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any event of default under any other mortgage, indenture or instrument relating to Indebtedness to which the course Company is a party, an Officers’ Certificate specifying such Default, Event of an audit examination conducted in accordance Default or event of default and what action the Company is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty also comply with respect to any such list except to keep it on file and available for inspection by the HoldersTIA § 314(a)(4).

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each of the first three quarters of the Company's fiscal year, and within 90 days after the end of the Company's such fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company (i) that a review has been conducted of the activities of the Company during the preceding fiscal quarter or year, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and (ii) that, to the best knowledge of each Officer signing such officercertificate, the Company has complied with all 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, conditions and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officers may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). (b) The Company annual financial statements delivered pursuant to Section 4.7 shall deliver to the Trustee, within 90 days after the end be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing as to which such accountants have professional competence has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andwhich such accountants have pro- fessional competence, or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly after any Officer of the Company becomes aware of any Default or Event of Default, 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 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, and what action the Company shall deliver is taking or proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

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 the form of Exhibit D hereto, stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted 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 the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such officerOfficer's knowledge, the Company and each Guarantor has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes 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 statusfiscal 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) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (iwhich shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any provisions of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4.07 through Section 4.18 of this Indenture as they pertain (to the extent such provisions relate to accounting matters andmatters) or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided . 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 independent certified public accountants shall not written statement would be liable in respect contrary to the then current recommendations of such statement by reason the American Institute of Certified Public Accountants. (c) The Company and the Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee within 10 Business Days of any failure to obtain knowledge 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 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, and what action the Company shall deliver or any Guarantor proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 90 days after the end of the Company's 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 year. Such certificates certificate shall contain a certification from comply with the principal executive officer, principal financial officer or principal accounting officer applicable provisions of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 IndentureTIA. If any such officer knows of the signers of the Officers' Certificate have 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 ending after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of its the Company's 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 terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four IV and Section 5.01 5.1 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days The Company shall, so long as any of the end of each of the Company's fiscal yearsNotes are outstanding, the Company shall deliver to the Trustee a list Trustee, forthwith upon any Officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and which action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

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, stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal yearDefault. Such certificates 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 as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.174.03(1), 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 they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default Default, and its status. (b2) The So long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants as certified by the Company to the Trustee in an Officers' Certificate, the Company shall deliver to the Trustee, Trustee within 90 125 days after the end of its each fiscal year, year a certificate signed written statement by the Company's independent certified public accountants stating (ia) that their audit examination has included a review of the terms of this Indenture and the Securities 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 (iiib) whether, in connection with their audit examination, anything came any Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of such a Default has come to their attention, specifying the nature and period of the existence thereof; provided provided, however, that such the independent certified public accountants delivering such statement 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 examinationGAAP. (c3) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee a list as soon as possible and in any event within 15 days after the Company becomes aware of all Significant Subsidiaries. The Trustee shall have no duty the occurrence of each Default or 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. (4) 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 such list except information contained therein, including the Company's compliance with any of its covenants under this Indenture (as to keep it which the Trustee is entitled to rely conclusively on file and available for inspection by the HoldersOfficers' Certificates delivered to it).

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries, as the Restricted Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's or Guarantor's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any of the Restricted Subsidiaries is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any event of default under any other mortgage, indenture or instrument to which the course Company is a party, an Officers' Certificate specifying such Default, Event of an audit examination conducted in accordance Default or event of default and what action the Company is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty also comply with respect to any such list except to keep it on file and available for inspection by the HoldersTIA Section 314(a)(4).

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 Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows 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 4.17(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 its the Company's 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 terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 45 days after the end of each of the respective first three quarters of the Company's fiscal year, an and within 90 days after the end of its respective fiscal year, Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Certificates of the Company stating (i) that a review has been conducted of the activities of the Company during the preceding fiscal quarter or year, as the case may be, has been made under the supervision of the signing officers with a view to determining whether the Company has kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and further stating, as to each such Responsible Officer signing such certificate, (ii) that, to the best knowledge of such officerResponsible Officer, the Company has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Responsible Officer may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto) and (iii) that to the best of his knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities are prohibited (or, if such event has occurred, describing the event and what action the Company is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as (and to the Trusteeextent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, within 90 days after the end annual financial statements delivered pursuant to Section 6.6 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default violation 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 examinationstandards. (c) Within 90 days The Company shall, so long as any of the end Securities of each of the Company's fiscal yearsany series are outstanding, the Company shall deliver to the Trustee a list Trustee, forthwith upon any officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates 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 as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied 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 officer knows 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 its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the . The Company shall deliver not be required to comply with the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty foregoing clause (b) with respect to any fiscal year if such list except compliance would be contrary to keep it on file the recommendations of the American Institute of Certified Public Accountants so long as the Company delivers to the Trustee within 90 days after the end of such fiscal year an Officer's Certificate stating that such compliance would be so contrary and available for inspection by any facts particular to the HoldersCompany that may have caused such compliance to be so contrary.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's 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 yearquarter. Such certificates 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officerOfficers, 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 such officer knows 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 4.17(a) shall be for the first fiscal year beginning after the execution of this Indenture. (b) The 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 its the Company's 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 terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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 come to the attention of such accountants 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 shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 the Company's 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 year. Such certificates certificate shall contain a certification from comply with the principal executive officer, principal financial officer or principal accounting officer applicable provisions of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 IndentureTIA. If any such officer knows of the signers of the Officers' Certificate have 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 ending after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of its the Company's 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 terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four IV and Section 5.01 5.1 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days The Company shall, so long as any of the end of each of the Company's fiscal yearsNotes are outstanding, the Company shall deliver to the Trustee a list Trustee, forthwith upon any Officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and which action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 50 days after the end of each of the first three quarters of the Company's fiscal year, an Officers' Certificate stating whether or not and within 120 days after the signers know end of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Officers' Certificates of the Company signed by the Officers specified under TIA Section 314(a)(4) stating (i) that a review has been conducted of the activities of the Company during the preceding fiscal quarter or year, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and (ii) that, to the best knowledge of each Officer signing such officercertificate, the Company has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officers may have knowledge, their status and its statuswhat action the Company is taking or propose to take with respect thereto). (b) The Company shall deliver So long as (and to the Trusteeextent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, within 90 days after the end annual financial statements delivered pursuant to Section 4.7 hereof shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 IV or of Article V of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in and what action the course of an audit examination conducted in accordance Company is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the The Company's fiscal years, the Company year shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it end on file and available for inspection by the HoldersDecember 31.

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 stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted 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 the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such officerOfficer’s knowledge, the Company and each Subsidiary Guarantor has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event 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 [[NYCORP:2551417v7:3642W:11/08/05--03:56 p]] 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 statusfiscal 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) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's ’s independent certified public accountants stating (iwhich shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any provisions of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4.07 of this Indenture as they pertain (to the extent such provision relates to accounting matters andmatters) or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided . 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 independent certified public accountants shall not written statement would be liable in respect contrary to the then current recommendations of such statement by reason 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 failure to obtain knowledge 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 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, and what action the Company shall deliver or any Subsidiary Guarantor proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries, as the Restricted Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) to the extent required under the TIA or otherwise, if any Restricted Subsidiary's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of the financial statements nothing has come to their attention which would lead them to believe that the Restricted Subsidiary is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, 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 that would not be disclosed in specifying such Default or Event of Default and what action the course of an audit examination conducted in accordance Company is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty also comply with respect to any such list except to keep it on file and available for inspection by the HoldersTIA (S) 314(a)(4).

Compliance Certificates. (a) The Company Borrower shall deliver to the TrusteeLenders, within 90 days after together with the end delivery of the Company's fiscal yearfinancial information under Section 5.01(a), an Officers' Certificate of the chief executive officer and the chief financial officer of the Borrower as to the signers' knowledge of the Borrower's compliance with all conditions and covenants on its part contained in this Agreement and stating whether or not the signers know signer knows of any Default or Event of Default that occurred during is then continuing and demonstrating compliance with such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied with all conditions and covenants under this Indenturein reasonable detail. For the purposes of this Section 4.175.15, such compliance shall be determined without regard to any grace period of grace or requirement of notice provided under pursuant to the terms of this Indenture. If Agreement. (b) The Borrower shall promptly deliver to the Lenders and in any such officer knows event within five Business Days of such a any Officer of the Borrower becoming aware of the occurrence of any Default or Event of Default, an Officers' Certificate setting forth the certificate shall describe any details of such Default or Event of Default and its statusthe action which the Borrower is taking or proposes to take to remedy the same. (bc) The Company shall deliver Concurrently with the delivery of the financial information referred to the Trustee, within 90 days after the end of its fiscal yearin Section 5.01(a), a certificate signed of Borrower's registered independent public accounting firm certifying such financial statements and (unless such accountants are prohibited by law or the Company's independent certified public Public Company Accounting Oversight Board or the Financial Accounting Standards Board (or any successor to either of such bodies) from providing such statement or such accountants are not then providing such statements to their clients as a matter of general policy) stating (i) that their audit examination has included a review in the course of the terms audit upon which their opinion on such financial statements was based (but without any special or additional audit procedures for the purpose), they obtained knowledge of this Indenture and the Securities as they relate no condition or event relating 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 the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting financial matters and, if any which constitutes a Default or an Event of Default has come to their attentionor, specifying the nature and period of existence thereof; provided that if such independent certified public accountants shall not be liable have obtained in respect the course of such statement by reason of any failure to obtain audit knowledge of any such Default or Event of Default Default, disclosing in such written statement the nature and period of existence thereof, it being understood that would not such accountants shall 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 yearsunder no liability, the Company shall deliver directly or indirectly, to the Trustee a list Lenders for failure to obtain knowledge of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holderscondition or event.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates 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 as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.174.19, 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 officer knows 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 4.19(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 its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 4.19 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the . The Company shall deliver not be required to comply with the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty foregoing clause (b) with respect to any fiscal year if such list except compliance would be contrary to keep it on file the recommendations of the American Institute of Certified Public Accountants so long as the Company delivers to the Trustee within 90 days after the end of such fiscal year an Officer's Certificate stating that such compliance would be so contrary and available for inspection by any facts particular to the HoldersCompany that may have caused such compliance to be so contrary.

Compliance Certificates. (a) The Company Each set of audited financial statements delivered to a holder of Notes pursuant to Section 7.1(b) shall deliver to the Trustee, within 90 days after the end be accompanied by a certificate of the Company's fiscal year, an Officers' Certificate independent certified public accountants 15 whose opinion accompanies such statements stating whether or not in the signers know course other audit such accountants have become aware of any Default condition or Event of Default event that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows of such constitutes a Default or an Event of Default, the certificate shall describe any such Default or Event of Default and its status. (b) The Company shall 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 included a review of the terms of this Indenture and 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 the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default nay such condition or Event of Default has come to their attentionevent existed or exists, specifying the nature and period of existence thereof; provided that . (b) Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting for the: (i) Covenant Compliance - the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.3 - through Section 10.6 and Section 10.8 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such independent certified public accountants shall not be liable in respect Section, where applicable, the calculations of the maximum or minimum amount, ration or percentage, as the case may be, permissible under the terms of such statement Sections, and the calculation of the amount, ration or percentage then in existence and the information required by reason of any failure to obtain knowledge of any such Section 10.3(d)); and (ii) Default or Event of Default - a statement that would not such officer has reviewed the relevant terms hereof and has made, or caused to be disclosed in made, under his or her supervision, a review of the course transactions and conditions of an audit examination conducted in accordance with generally accepted auditing standards in effect at the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such examination. (c) Within 90 days review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists *including, without limitation, any such event or condition resulting from the failure of the end Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of each of the Company's fiscal years, existence thereof and what action the Company shall deliver have taken or proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company Obligors shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 Obligor's fiscal year. Such certificates , such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company Obligor that a review has been conducted of the activities of the Company Obligors and the Restricted Subsidiaries and the CompanyObligor's and the Restricted Subsidiaries' performance under this Indenture and that, to that the best knowledge of such officer, the Company has Obligors have 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 Obligors signing such officer knows 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 its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 90 120 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities ac- tivities of the Company and its Subsidiaries during the Restricted Subsidiaries preced- ing fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowl- edge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in de- fault in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current rec- ommendations of the American Institute of Certified Public Ac- countants, within 90 days after the year-end financial statements delivered pursuant to Section 4.2 above shall be accompanied by a written state- ment of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any 4 or 5 or that there exists a Default or Event of Default De- fault under Article 6 of this Indenture insofar as they relate to accounting matters or, if any such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Securi- ties are outstanding, deliver to the Trustee, within 5 days of any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in and what action the course of an audit examination conducted in accordance Company is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty also comply with respect to any such list except to keep it on file and available for inspection by the HoldersTIA S 314(a)(4).

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of the Company's 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 year. Such certificates 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 Subsidiaries during the Restricted Subsidiaries 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 Company's best of his or her knowledge the Company has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such officerevent has occurred, a description of the event and what action the Company has complied is taking or proposes to take with all conditions and covenants under this Indenturerespect thereto. For purposes of this Section 4.17paragraph, 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 certificate shall describe any such Default or Event of Default and its status. (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendation of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 5.03(a) hereof shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements, nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any provisions of the termsArticles 4, covenants, provisions 5 or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and6 hereof or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, 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 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, and what action the Company shall deliver is taking or proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

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 Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any the officers of the Company signing such officer knows 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 its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Issuers shall deliver to the Trustee, Trustee within 90 120 days after the end of the Company's 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 year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Certificates of the Company Issuers stating (i) that a review has been conducted of the activities of the Company Issuers during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled their respective obligations under this Indenture Indenture, and (ii) that, to the best knowledge of each Officer signing such officercertificate, the Company applicable Issuer has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred and be continuing, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officers may have knowledge, their status and its statuswhat action the Issuers are taking or propose to take with respect thereto). (b) The Company shall deliver So long as (and to the Trusteeextent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, within 90 days after the end annual financial statements delivered pursuant to Section 4.7 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 IV, V or VI of this Indenture insofar as they pertain relate to accounting matters andmat- ters or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for 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 examinationviolation. (c) Within 90 days The Issuers shall, so long as any of the end of each of the Company's fiscal yearsSecurities are outstanding, the Company shall deliver to the Trustee a list Trustee, within 10 days of all Significant Subsidiaries. The Trustee shall have no duty either Issuer becoming aware of any Event of Default, an Officers' Certificate specifying such Event of Default and what action the Issuers are taking or propose to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a1) The Company Xxxx XX shall deliver to the Trustee, Trustee within 90 days after the end of the Companyeach of Xxxx IV's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain years a certificate containing 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, Xxxx XX as to the best his or her knowledge of such officer, the Company has complied Xxxx IV's compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.174.03(l), 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 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. Such certificate need not comply with Sections 12.04 and 12.05. (b2) The Company So long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants, Xxxx XX shall deliver to the Trustee, Trustee within 90 120 days after the end of its each fiscal year, year a certificate signed written statement by the CompanyXxxx IV's independent certified public accountants stating (iA) that their audit examination has included a review of the terms of this Indenture and the Securities 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 (iiiB) whether, in connection with their audit examination, anything came any Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of such a Default has come to their attention, specifying the nature and period of the existence thereof; provided PROVIDED, HOWEVER, that such the independent certified public accountants delivering such statement 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 examinationGAAP. (c3) Within 90 days of the end of each of the Company's fiscal years, the Company Xxxx XX shall deliver to the Trustee a list as soon as possible and in any event within 15 days after Xxxx XX becomes aware of all Significant Subsidiaries. The Trustee shall have no duty the occurrence of each Default or 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 Xxxx XX proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall So long as any Loan remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of the Commitment remains outstanding, Borrowers shall, unless the Requisite Banks otherwise consent in writing, deliver to the TrusteeAgent, within 90 at Borrowers' sole expense, not later than 45 days after the end of each fiscal quarter of Borrower, a Certificate of a Responsible Official of a Borrower (a) setting forth computations showing, in detail satisfactory to the Company's fiscal yearRequisite Banks, an Officers' Certificate whether Borrowers and their Subsidiaries were in compliance with their obligations pursuant to Sections 6.8 through 6.17, inclusive; (b) stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 Borrowers and their Subsidiaries during such fiscal period has been made under supervision of the Company certifying Responsible Official with a view to determining whether during such fiscal period Borrowers and their Subsidiaries performed and observed all their respective Obligations under the Restricted Subsidiaries Loan Documents, and the Company's and the Restricted Subsidiaries' performance under this Indenture and either (i) stating that, to the best knowledge of the certifying Responsible Official, during such officerfiscal period, Borrowers and their Subsidiaries performed and observed each covenant and condition of the Company has complied with Loan Documents applicable to them, or (ii) if Borrowers and their Subsidiaries have not performed and observed such covenants and conditions, specifying all conditions such Defaults and covenants under this Indenture. For purposes their nature and status; (c) stating that the Properties of this Section 4.17Borrowers and their Subsidiaries are being maintained and are in reasonable working order and condition, 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 certificate shall describe any such Default or Event of Default ordinary replacement wear and its status. tear excepted; and (bd) The Company shall 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 that (i) that their audit examination has included a review the real property assets of Borrowers are free and clear of all Liens other than the terms Liens of this Indenture Agent for the ratable benefit of Banks and the Securities as they relate to accounting mattersSenior Note Liens, (ii) that they no real property assets of Borrowers have read the most recent Officers' Certificate delivered been sold, assigned, exchanged, transferred, leased or otherwise conveyed or disposed of to the Trustee pursuant to paragraph (a) of this Section 4.17 any Person, and (iii) whether, in connection with their audit examination, anything came no Borrower has entered into any agreement to their attention that caused them to believe that the Company was not in compliance with do any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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 examinationforegoing. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders."

Compliance Certificates. (a) The Company Issuers and their Subsidiary Guarantors shall each deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of such company and its Subsidiaries, as the Company case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Restricted Subsidiaries best of his or her knowledge each has kept, observed, performed and the Company's fulfilled each and the Restricted Subsidiaries' performance under every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's Issuers' independent certified public accountants stating (iwho 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 audit examination has included a review attention which would lead them to believe that the Issuers have violated any provisions of the terms Article 4, 5 or 6 of this Indenture and the Securities insofar 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 the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's independent public accountants (who shall be a firm of established national reputation) that in respect making the examination necessary for certification of such statement by reason financial statements nothing has come to their attention which would lead them to believe that a Default or an Event of Default has occurred or, if any such Default or Event of Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such 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 examinationDefault. (c) Within 90 days The Issuers shall, so long as any of the end of each of the Company's fiscal yearsSecurities are outstanding, the Company shall deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default or (ii) any event of default under any other mortgage, indenture or instrument to which an Issuer is a list party, an Officers' Certificate specifying such Default, Event of all Significant Subsidiaries. The Trustee shall have no duty Default or event of default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto. (d) The Issuers shall also comply with TIA Section 314(a)(4).

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 45 days after the end of each fiscal quarter (120 days after the end of the Company's 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 120 days after the end of the Company's fiscal year. Such certificates , 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 51 44 Company and the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.12, 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 signing such officer knows 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 4.12(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 120 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities Debentures 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 4.12 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.18, 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 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 4.18(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 its the Company's 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 terms of this Indenture and the Securities 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 4.18 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four IV and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Each set of audited financial statements delivered to a holder of Notes pursuant to Section 7.1(b) shall deliver to the Trustee, within 90 days after the end be accompanied by a certificate of the Company's fiscal year, an Officers' Certificate independent certified public accountants shoes opinion accompanies such statements stating whether or not in the signers know course of their audit such accountants have become aware of any Default condition or Event of Default event that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows of such constitutes a Default or an Event of Default, the certificate shall describe any such Default or Event of Default and its status. (b) The Company shall 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 included a review of the terms of this Indenture and 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 the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default such condition or Event of Default has come to their attentionevent existed or exists, specifying the nature and period of existence thereof; provided that . (b) Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth: (i) Covenant Compliance - the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.3 through Section 10.6 and Section 10.8 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished ( including with respect to each such independent certified public accountants shall not be liable in respect Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such statement Sections, and the calculation of the amount, ratio or percentage then in existence and the information required by reason of any failure to obtain knowledge of any such Section 10.3 (d));and (ii) Default or Event of Default - statement that would not such officer has reviewed the relevant terms hereof and has made, or caused to be disclosed in made, under this or her supervision, a review of the course transactions and conditions of an audit examination conducted in accordance with generally accepted auditing standards in effect at the Company and its Subsidiaries from the beginning of the quarterly of annual period covered by the statements then being furnished to the date of the certificate and that such examination. review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default of, if any such condition or event existed or exists (c) Within 90 days including, without limitation, any such event or condition resulting from the failure of the end company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of each of existence thereof and what action the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee company shall have no duty taken or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 60 days after the end of each of the first three fiscal quarters of each year and 120 days after the end of the Company's 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 120 days of the end of the Company's fiscal year. Such certificates , such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.173.15, 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 officers 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 3.15(a) shall be for the first fiscal quarter ending after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 120 days after the end of its the Company's 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 terms of this Indenture and 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 3.15 for the last quarter of the fiscal year and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four Three and Section 5.01 4.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come to their attention, specifying the nature and 57 52 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 the Company's 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 year. Such certificates certificate shall contain a certification from comply with the principal executive officer, principal financial officer or principal accounting officer applicable provisions of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 IndentureTIA. If any such officer knows of the signers of the Officers' Certificate have knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. (b) The Company shall deliver to the Trustee, within 90 days after the end of its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days The Company shall, so long as any of the end of each of the Company's fiscal yearsNotes are outstanding, the Company shall deliver to the Trustee a list Trustee, forthwith upon any Officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows 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) 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 included a review of the terms of this Indenture and 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 the Company Company, as the case may be, was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided provided, however, 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. (c) Within 90 days of after the end of each of the Company's fiscal yearsyear, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows 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) The Company shall 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 included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officerOfficers, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 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 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 its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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 come to the attention of such accountants in the course of an audit 51 45 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 shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 90 180 days after the end of the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officertheir knowledge, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16., 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 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) The Company shall deliver to the Trustee, within 90 180 days after the end of its fiscal year, a certificate signed by the Company's independent certified public accountants stating accounts (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 4.15. and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 180 days of the end of each of the Company's fiscal yearsyear, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 90 120 days after the end of the Company's 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 year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Certificates of the Company stating (i) that a review has been conducted of the activities of the Company 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and (ii) that, to the best knowledge of each Officer signing such officercertificate, the Company has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officers may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as (and to the Trusteeextent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, within 90 days after the end annual financial statements delivered pursuant to Section 4.7 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for 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 examinationviolation. (c) Within 90 days The Company shall, so long as any of the end of each of the Company's fiscal yearsSecurities are outstanding, the Company shall deliver to the Trustee a list Trustee, forthwith upon any Officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty any Event of Default, an Officers' Certificate specifying such Event of Default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

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 Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officerOfficers, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 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 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 its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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 come to the attention of such accountants 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 shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.18, 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 certificate shall describe any such Default or Event of Default and its status. (b) The Company shall 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 included a review of the terms of this Indenture and 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 4.18 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company or the Guarantor was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 45 days after the end of each fiscal quarter (105 days after the end of the Company's 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 105 days of the end of the Company's fiscal year. Such certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 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 90 105 days after the end of its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 certificates , 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 the its Restricted Subsidiaries Group Members and the Company's and the its Restricted SubsidiariesGroup Members' performance under this Indenture and that, to the best knowledge of such officerOfficers, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 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 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 its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant SubsidiariesGroup Members. The Trustee shall have no duty with respect to 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 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's ’s and the its Restricted Subsidiaries' ’ performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows 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 4.17(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 its the Company’s fiscal year, a certificate signed by the Company's ’s independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and thatwhether or not, to the best knowledge of such officerOfficers, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.173.17, 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 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 3.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The 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 use its commercially reasonable efforts to deliver to the Trustee, within 90 days after the end of its the Company's 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 terms of this Indenture and the Securities Notes as they relate to accounting mattersfinancial calculations and computations, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 3.17 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four Three and Section 5.01 4.01 of this Indenture as they pertain to accounting matters financial calculations and computations and, if any Default or Event of Default has come 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 come to the attention of such accountants in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. The first certificate to be delivered pursuant to this Section 3.17(b) shall be for the fiscal year ending December 31, 2000. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (aA) The Company Guarantor shall deliver to the TrusteeAdministrative Agent, within 90 days after the end of the CompanyGuarantor's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company Guarantor that a review has been conducted of the activities of the Company Guarantor and the Restricted Subsidiaries and the CompanyGuarantor's and the Restricted Subsidiaries' performance under this Indenture Guarantee and that, to the best knowledge of such officer, the Company Guarantor has complied with all conditions and covenants under this IndentureGuarantee. For purposes of this Section 4.17, Subsection 11(b)(14) such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturenotice. If any such officer knows of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. (bB) The Company Guarantor shall deliver to the TrusteeAdministrative Agent, within 90 days after the end of its fiscal year, a certificate signed by the CompanyGuarantor's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities Guarantee as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee Administrative Agent pursuant to paragraph (a) of this Section 4.17 Subsection 1l(b)(14) and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company Guarantor was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture Subsection 11(b)(14) as they pertain to accounting matters and, if any Default or Event of Default has come 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. (cC) Within 90 days of the end of each of the CompanyGuarantor's fiscal years, the Company Guarantor shall deliver to the Trustee Administrative Agent a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

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 Certificate, stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal yearDefault. Such certificates 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 as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.175.3(1), 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 Officers do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default Default, and its status. Such Officers' Certificate need not comply with Section 1.6 hereof. (b2) The So long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee, Trustee within 90 120 days after the end of its each fiscal year, year a certificate signed written statement by the Company's Company s independent certified public accountants stating (iA) - that their audit examination has included a review of the terms of this Indenture and 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 (iiiB) - whether, in connection with their audit examination, anything came any Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of such a Default has come to their attention, specifying the nature and period of the existence thereof; provided provided, however, that such the -------- ------- independent certified public accountants delivering such statement 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 examinationstandards. (c3) Within 90 days The Company will, so long as any of the end Securities are outstanding, deliver to the Trustee, within five Business Days of each any Officer becoming aware of (i) any Default, Event of Default or default in the Company's fiscal years- performance of any covenant, agreement or condition contained in this Indenture or (ii) any event of default under any other mortgage, Indenture or instrument, -- an Officers' Certificate specifying such Default, Event of Default, default or event of default and what action the Company is taking or proposes to take with respect thereto. (4) The Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection information reasonably requested by the HoldersTrustee in connection with the compliance by the Trustee or the Company with the Trust Indenture Act.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of the Company's fiscal yearits Fiscal Year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Certificates of the Company signed by the Officers specified under TIA (S)314(a)(4) stating (i) that a review has been conducted of the activities of the Company 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and the Securities, and (ii) that, to the best knowledge of such officerOfficer, the Company no Default or Event of Default has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17occurred (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officer may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). The first certificate to be delivered pursuant to this Section 4.6(a) shall be for the first Fiscal Year of the Company ending after the Issue Date. (b) The So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the Company shall cause its independent public accountants to deliver to the Trustee, Trustee within 90 120 days after the end of its fiscal year, each Fiscal Year a certificate signed written statement by the Company's independent certified public such accountants stating (iA) that their audit examination has included a review of the terms relevant provisions of this Indenture and 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 (iiiB) whether, in connection with their audit examination, anything came any Default or Event of Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; , provided that that, without any restriction as to the scope of the audit examination, 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 examinationstandards. (c) Within 90 days The Company will, so long as any of the end of each of the Company's fiscal yearsSecurities are outstanding, the Company shall deliver to the Trustee a list Trustee, promptly after any Officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty (i) any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in the Securities or this Indenture or (ii) any event of default under any other Indebtedness referred to in Section 6.1(a)(v), an Officers' Certificate specifying such Default, Event of Default, default or event of default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 45 days after the end of each fiscal quarter (120 days after the end of the Company's 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 120 days after the end of the Company's fiscal year. Such certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.12, such compliance shall be 50 44 determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the Officers signing such officer knows 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 4.12(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 120 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 4.12 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company So long as any of the Securities are outstanding, Holdings shall deliver to the Trustee, within 90 120 days after the end of the Company's 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 year. Such certificates Certificate, which shall contain a certification from the principal executive officera Chief Executive Officer, principal financial officer Chief Financial Officer or principal accounting officer of the Company Controller that a review has been conducted of the activities of the Company Holdings and the Restricted its Subsidiaries and the Company's Holdings' and the Restricted its Subsidiaries' performance under this Indenture and thatthat Holdings has fulfilled all obligations hereunder, to or, if there has been a Default in the best knowledge fulfillment of any such obligation, such certificate shall contain a description of such officer, Default and the Company has complied with all conditions nature and covenants under this Indenturestatus thereof. For purposes of this Section 4.174.14, 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 certificate shall describe any such Default or Event of Default and its status. (b) The Company So long as any of the Securities are outstanding, Holdings shall deliver to the Trustee, within 90 120 days after the end of its Holdings' fiscal year, a certificate signed by the Company's Holdings' independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Officers Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 4.14 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company Holdings was not in compliance with any of the terms, covenants, provisions or conditions of Article Four 4 and Section 5.01 5.1 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 50 days after the end of each of the first three quarters of the Company's fiscal year, an Officers' Certificate stating whether or not and within 100 days after the signers know end of any Default or Event of Default that occurred during such fiscal year. Such certificates , Officers' Certificates of the Company (one of the signatories to which shall contain a certification from be either the principal executive chief operating officer, principal chief financial officer or principal chief accounting officer of the Company Company) stating (i) that a review has been conducted of the activities of the Company during the preceding fiscal quarter or year, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and the Escrow Agreement (if it has not yet terminated), and (ii) that, to the best knowledge of each Officer signing such officercertificate, the Company has complied with all kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and the Escrow Agreement (if it has not yet terminated) and is not in default in the performance or observance of any of the terms, provisions, 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 such officer knows either of such agreements (or, if a Default or Event of Default, the certificate shall describe any such Default or Event a default under the Escrow Agreement shall have occurred, describing all such Defaults or Events of Default or defaults under the Escrow Agreement of which such Officers may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). (b) The Company annual financial statements delivered pursuant to Section 4.7 shall deliver to the Trustee, within 90 days after the end be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that in making the examination necessary for certification of such annual financial statements nothing has come to their audit examination attention that would lead them to believe that the Company has included a review of the terms violated any provisions of this Indenture and 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 the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, as soon as practicable after any Officer of the Company becomes aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any default under the course Escrow Agreement, an Officers' Certificate specifying such Default, Event of an audit examination conducted in accordance Default or default and what action the Company is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the The Company's fiscal years, the year currently ends on March 31. The Company shall deliver provide notice to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holderschange in its fiscal year.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of the Company's 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 year. Such certificates 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 Subsidiaries during the Restricted Subsidiaries 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 Company's best of his or her knowledge the Company has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such officerevent has occurred, a description of the event and what action the Company has complied is taking or proposes to take with all conditions and covenants under this Indenturerespect thereto. For purposes of this Section 4.17paragraph, 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 certificate shall describe any such Default or Event of Default and its status. (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 5.02 hereof shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements, nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any provisions of the termsArticles 4, covenants, provisions 5 or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and6 hereof or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, including a default or event of default under any of the Basic Documents, 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 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, and what action the Company shall deliver is taking or proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company and the Guarantor shall deliver to the TrusteeTrustee each year, within 90 105 days after the end last day of the Company's immediately preceding fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company and the Guarantor that a review has been conducted of the activities of the Guarantor, Company and its Restricted Subsidiaries, as applicable, and the Restricted Subsidiaries and Guarantor's, the Company's and the its Restricted Subsidiaries' ', as applicable, performance under this Indenture and thatthat the Guarantor or the Company, to as the best knowledge of such officercase may be, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.17(a), 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 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) The Company and the Guarantor shall deliver to the Trustee, within 90 120 days after the end of its each fiscal yearyear of the Company, a certificate signed by the CompanyGuarantor's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities Notes as they relate to accounting matters, and (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 44 52 them to believe that the Guarantor or the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Each of the Company ----------------------- and the Guarantor shall deliver to the Trustee, within 90 days after the end of the CompanyGuarantor's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company or the Guarantor, as the case may be, that a review has been conducted of the activities of the Company Company, the Guarantor and the Restricted Subsidiaries and the Company's, the Guarantor's and the Restricted Subsidiaries' performance under this Indenture and that, to that the best knowledge of such officer, Guarantor and the Company has have 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 such officer knows 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) The Company Guarantor shall deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by the CompanyGuarantor's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and 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 the Company or Guarantor, as the case may be, was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the CompanyGuarantor's fiscal years, the Company Guarantor shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is required under the Trust Indenture Act of 1939, as amended) shall deliver to the Trustee, within 90 120 days after the end of the Company's 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 year. Such certificates 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 officer knows 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. (b) The So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee, within 90 120 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Each of the Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries or such Guarantor, as the Restricted Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after as confirmed to the Trustee in an Officer's Certificate, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's or Guarantor's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's or Guarantor's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any of the Restricted Subsidiaries or Guarantors is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company and each of the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any event of default under any other mortgage, indenture or instrument relating to Indebtedness to which the course Company is a party, an Officers' Certificate specifying such Default, Event of an audit examination conducted in accordance Default or event of default and what action the Company or such Guarantor, as the case may be, is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of The Company and each of the CompanyGuarantors shall also comply with TIA ss. 314(a)(4). (e) Except with respect to receipt of Note payments when due and any Default or Event of Default information contained in the Officer's fiscal yearsCertificate delivered to it pursuant to this Section 4.04, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to review, ascertain or confirm the Company's compliance with, or the breach of any such list except to keep it on file and available for inspection by the Holdersrepresentation, warranty of covenant made in this Indenture.

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 stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted 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 the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such officerOfficer's knowledge, the Company and each Subsidiary Guarantor has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officer may have knowledge and its statuswhat action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge 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 Notes 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). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (iwhich shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any provisions of the terms, covenants, provisions Articles 4 or conditions of Article Four and Section 5.01 5 of this Indenture as they pertain (to the extent such provisions relate to accounting matters andmatters) or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company and the Subsidiary Guarantors will, so long as any of the Notes are outstanding, deliver to the Trustee as soon as possible and in any event within five days after any Officer becomes aware of any Default or Event of Default, 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 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, and what action the Company shall deliver or any Subsidiary Guarantor proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's fiscal year, an Officers' Certificate 50 stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.18, 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 certificate shall describe any such Default or Event of Default and its status. (b) The Company shall 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 included a review of the terms of this Indenture and 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 4.18 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and make it available for inspection by the HoldersHolders upon reasonable notice to the Trustee and during normal business hours.

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 Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any the officers of the Company signing such officer knows 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 its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, - 52 - 60 covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 90 120 days after the end of the Company's fiscal yearits Fiscal Year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Certificates of the Company signed by the Officers specified under TIA (S)314(a)(4) stating (i) that a review has been conducted of the activities of the Company 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and the Securities, and (ii) that, to the best knowledge of such officerOfficer, the Company no Default or Event of Default has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17occurred (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officer may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). The first certificate to be delivered pursuant to this Section 4.6(a) shall be for the first Fiscal Year of the Company ending after the Issue Date. (b) The So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the Company shall cause its independent public accountants to deliver to the Trustee, Trustee within 90 120 days after the end of its fiscal year, each Fiscal Year a certificate signed written statement by the Company's independent certified public such accountants stating (iA) that their audit examination has included a review of the terms relevant provisions of this Indenture and 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 (iiiB) whether, in connection with their audit examination, anything came any Default or Event of Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; , provided that that, without any restriction as to the scope of the audit examination, 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 examinationstandards. (c) Within 90 days The Company will, so long as any of the end of each of the Company's fiscal yearsSecurities are outstanding, the Company shall deliver to the Trustee a list Trustee, promptly after any Officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty (i) any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in the Securities or this Indenture or (ii) any event of default under any other Indebtedness referred to in Section 6.1(a)(iv) or (v), an Officers' Certificate specify- ing such Default, Event of Default, default or event of default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 60 days after the end of the Company's each of its first three fiscal yearquarters, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 Indenturequarter. If any such officer knows 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 4.12 shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Company, an Officers' Certificate (one signatory to which shall be its principal executive officer, principal financial officer or principal accounting officer) stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal yearyear has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed, fulfilled and complied with its obligations, covenants and conditions 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 has kept, observed, performed, fulfilled and complied with each and every covenant and condition contained in this Indenture and is not in default in performance or observance of any of the terms, provisions and conditions hereof (or, if a certificate signed Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge) and that to the best of such Officer's knowledge no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or if such an event has occurred and is continuing, specifying each such event known to such Officers and the nature and status thereof. (c) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year written statements by the Company's independent certified public accountants stating as to the Company (iA) that their audit examination has included a review of the terms of this Indenture and 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 (iiiB) whether, in connection with their audit examination, anything came any Default or Event of Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided that that, without any restriction as to the scope of such audit examinations, 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 any audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examinationstandards. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Issuer shall deliver to the Trustee, within 90 days after the end of the Company's each fiscal year, an Officers' ’ Certificate stating whether or not the signers know of any Default or Event of Default by the Issuer that occurred during such fiscal year. Such certificates 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 Issuer, as the case may be, as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied Issuer’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 Issuer signing such officer knows 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 Issuer shall deliver to the Trustee, within 90 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's Issuer’s independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate ’ Certificates 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 the Company Issuer was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee Issuer shall have no duty not be required to comply with the foregoing clause (b) with respect to any fiscal year if such list except compliance would be contrary to keep it on file the recommendations of the American Institute of Certified Public Accountants or the requirements or recommendations of the Public Company Accounting Oversight Board so long as the Issuer delivers to the Trustee within 90 days after the end of such fiscal year an Officer’s Certificate stating that such compliance would be so contrary and available for inspection by any facts particular to the HoldersIssuer that may have caused such compliance to be so contrary.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 officer knows 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 4.16(a) shall be for the fiscal year in which this Indenture was executed. (b) The Company shall deliver to the Trustee, within 90 120 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 90 120 days after the end of the Company's each fiscal year, year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company (i) that a review has been conducted of the activities of the Company 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and (ii) that, to the best knowledge of each Officer signing such officercertificate, the Company during such preceding fiscal year has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred and be continuing, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officers may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as (and to the Trusteeextent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, within 90 days after the end annual financial statements delivered pursuant to Section 4.7 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture IV, V or VI insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for 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 examinationviolation. (c) Within 90 days The Company shall, so long as any of the end of each of the Company's fiscal yearsSecurities are outstanding, the Company shall deliver to the Trustee a list Trustee, forthwith upon becoming aware of all Significant Subsidiaries. The Trustee shall have no duty any Default or Event of Default, an Officers' Certificate specifying such Event of Default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 45 days after the end of each fiscal quarter (105 days after the end of the Company's 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 105 days of the end of the Company's fiscal year. Such certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 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 90 105 days after the end of its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four IV and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries or such Subsidiary Guarantor, as the Restricted Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred during such period, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's or Subsidiary Guarantor's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's or Guarantor's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to (c) The Company and each of the Subsidiary Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any event of default under any other mortgage, indenture or instrument to which the course Company is a party, an Officers' Certificate specifying such Default, Event of an audit examination conducted in accordance Default or event of default and what action the Company or such Subsidiary Guarantor, as the case may be, is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of The Company and each of the Company's fiscal years, the Company Subsidiary Guarantors shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty also comply with respect to any such list except to keep it on file and available for inspection by the HoldersTIA Section 314(a)(4).

Compliance Certificates. (a) The Company shall ----------------------- deliver to the Trustee, within 90 45 days after the end of each fiscal quarter (120 days after the end of the Company's 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 120 days of the end of the Company's fiscal year. Such certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 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 90 120 days after the end of its the Company's 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 terms of this Indenture and the Securities Debentures 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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, within 90 50 days after the end of each of the Companyfirst three quarters of each Issuer's fiscal year, an Officers' Certificate stating whether or not and within 120 days after the signers know end of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Officers' Certificates of the Company Issuers signed by the Officers specified under TIA ss. 314(a)(4) stating (i) that a review has been conducted of the activities of the Company Issuers during the preceding fiscal quarter or year, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and (ii) that, to the best knowledge of each Officer signing such officercertificate, the Company has complied with all Issuers have 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officers may have knowledge, their status and its statuswhat action the Issuers are taking or propose to take with respect thereto). (b) The Company shall deliver So long as (and to the Trusteeextent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, within 90 days after the end annual financial statements delivered pursuant to Section 4.7 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 IV or of Article V of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in and what action the course of an audit examination conducted in accordance Issuers are taking or propose to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the The Company's and Capital Corp's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it years end on file and available for inspection by the HoldersDecember 31.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates 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 as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 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 officer knows 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 its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 SECTION 4.17 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section SECTION 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided 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 57 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 . The Company shall deliver not be required to comply with the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty foregoing clause (b) with respect to any fiscal year if such list except compliance would be contrary to keep it on file the recommendations of the American Institute of Certified Public Accountants so long as the Company delivers to the Trustee within 90 days after the end of such fiscal year an Officer's Certificate stating that such compliance would be so contrary and available for inspection by any facts particular to the HoldersCompany that may have caused such compliance to be so contrary.

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, stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal yearDefault. Such certificates 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 as to his or her knowledge of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.174.03(1), 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 they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default Default, and its status. (b2) The So long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee, Trustee within 90 125 days after the end of its each fiscal year, year a certificate signed written statement by the Company's independent certified public accountants stating (ia) that their audit examination has included a review of the terms of this Indenture and the Securities 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 (iiib) whether, in connection with their audit examination, anything came any Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of such a Default has come to their attention, specifying the nature and period of the existence thereof; provided PROVIDED, HOWEVER, that such the independent certified public accountants delivering such statement 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 examinationGAAP. (c3) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee a list as soon as possible and in any event within 15 days after the Company becomes aware of all Significant Subsidiaries. The Trustee shall have no duty the occurrence of each Default or 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 to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. At the time of the delivery of the financial statements under clauses (a) The Company shall deliver to the Trusteeand (b) above, within 90 days after the end a certificate of the Company's fiscal chief financial officer of the Borrower (each a "Compliance Certificate") which certifies (x) that such financial statements fairly present in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries as at the dates and for the periods indicated, subject, in the case of interim financial statements, to normal year-end adjustments and (y) that such officer has reviewed the terms of the Loan Documents and has made, an Officers' Certificate stating whether or not caused to be made under his or her supervision, a review in reasonable detail of the signers know business and condition of any the Borrower and its Subsidiaries during the accounting period covered by such financial statements, and that as a result of such review such officer has concluded that no Default or Event of Default that has occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer period commencing at the beginning of the Company that a review has been conducted accounting period covered by the financial statements accompanied by such certificate and ending on the date of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 related accounting 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 certificate shall describe any such Default or Event of Default and its status. (b) The Company shall 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 included a review of the terms of this Indenture and 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 the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided that such independent certified public accountants shall not be liable extent thereof and, if continuing, the action the Borrower proposes to take in respect thereof. Such certificate shall set forth the calculations required to establish (i) whether the Borrower was in compliance with the provisions 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 Section 6.1 during and as at the date of such examination. (c) Within 90 days of the end of each the accounting period covered by the financial statements accompanied by such certificate, and (ii) in the case of the Company's fiscal yearsfinancial statements delivered pursuant to clause (b) above, the Company shall deliver to amount of Excess Cash Flow for the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holdersrespective fiscal year.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee, Trustee within 90 days after the end of the Company's each fiscal year, an Officers' Certificate stating whether or not of the signers know Company (one of any Default or Event of Default that occurred during such fiscal year. Such certificates the signatories to which shall contain a certification from be either the principal executive officer, principal financial officer or principal accounting officer of the Company Company) stating that a review has been conducted of the activities of the Company and the its Restricted Subsidiaries under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and that, to the best knowledge of each Officer signing such officercertificate, the Company has complied with all 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, conditions and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any specifying each such Default or Event of Default and describing its statusstatus and what action the Company is taking or proposes to take with respect thereto). (b) The Company shall deliver to the Trustee, within 90 days after the end Trustee a copy of its fiscal year, annual financial statements to be filed pursuant to Section 4.7 accompanied by a certificate signed by written statement of the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing as to which such accountants have professional competence has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andwhich such accountants have professional competence, or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default violation 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 The Company shall deliver to the Trustee a list Trustee, promptly after any Officer of all Significant Subsidiaries. The Trustee shall have no duty the Company becomes aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 90 days after the end of the Company's 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 year. Such certificates 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.15, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any the officers of the Company signing such officer knows 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 4.15(a) shall be for the first fiscal year beginning after the execution of this Indenture. Except as set forth herein, the Trustee shall have no obligation to monitor the Company's compliance with its obligations set forth herein. (b) The Company shall deliver to the Trustee, within 90 days after the end of its the Company's 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 terms of this Indenture and the Securities 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 4.15 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Each of the Company and the Guarantor shall deliver to the Trustee, within 90 days after the end of the Company's ’s and the Guarantor’s fiscal year, an Officers' ’ Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company and the Guarantor, as applicable, that a review has been conducted of the activities of the Company and the Guarantor, as applicable, and the Restricted Subsidiaries and the Company's ’s and the Restricted Subsidiaries' Guarantor’s performance under this Indenture and that, to the best knowledge of such officertheir knowledge, the Company has and the Guarantor have 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 the Officers of the Company and the Guarantor signing such officer knows certificate do know of such a Default or Event of Default, the certificate shall describe the nature of any such Default or Event of Default and its status. (b) The Each of the Company and the Guarantor shall deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by the Company's ’s and the Guarantor’s independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and 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 either the Company or the Guarantor was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, and if any Default or Event of Default has come 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. (c) Within 90 days of the end of the Company’s and the Guarantor’s fiscal year, each of the Company's fiscal years, Company and the Company Guarantor shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.all

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 Company's 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 certificates , 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 the its Restricted Subsidiaries Group Members and the Company's and the its Restricted SubsidiariesGroup Members' performance under this Indenture and that, to the best knowledge of such officerOfficers, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, 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 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 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 its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant SubsidiariesGroup Members. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (aA) The Company Guarantor shall deliver to the TrusteeAdministrative Agent, within 90 days after the end of the CompanyGuarantor's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company Guarantor that a review has been conducted of the activities of the Company Guarantor and the Restricted Subsidiaries and the CompanyGuarantor's and the Restricted Subsidiaries' performance under this Indenture Guarantee and that, to the best knowledge of such officer, the Company Guarantor has complied with all conditions and covenants under this IndentureGuarantee. For purposes of this Section 4.17Subsection 11(b)(14), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturenotice. If any such officer knows of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. (bB) The Company Guarantor shall deliver to the TrusteeAdministrative Agent, within 90 days after the end of its fiscal year, a certificate signed by the CompanyGuarantor's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities Guarantee as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee Administrative Agent pursuant to paragraph (a) of this Section 4.17 Subsection 11(b)(14) and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company Guarantor was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture Subsection 11(b)(14) as they pertain to accounting matters and, if any Default or Event of Default has come 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. (cC) Within 90 days of the end of each of the CompanyGuarantor's fiscal years, the Company Guarantor shall deliver to the Trustee Administrative Agent a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Lodgian shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the Company's 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 Lodgian's fiscal year. Such certificates , such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company Lodgian that a review has been conducted of the activities of the Company Lodgian and the its Restricted Subsidiaries and the CompanyLodgian's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company that Lodgian 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 Lodgian signing such officer knows 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 Lodgian shall deliver to the Trustee, within 90 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the CompanyLodgian's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company Lodgian was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Both of the two principal accounting officers of the Guarantor and the Issuer shall deliver to the Trusteecertify, within on or before a date not more than 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer year of the Company Guarantor, that a review has been conducted of the activities of the Company Guarantor or the Issuer, as the case may be, and the its Restricted Subsidiaries and the CompanyGuarantor's or the Issuer's and the its Restricted Subsidiaries' performance under this the Indenture and thatthat the Guarantor and the Issuer has fulfilled all obligations thereunder, to or, if there has been a default in the best knowledge fulfillment of such officer, 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 such officer knows obligation, specifying each such default and the nature and status thereof. The Guarantor and the Issuer shall also notify the Trustee of such a Default any default or Event defaults in the performance of Default, any covenants or agreements under the certificate shall describe any such Default or Event of Default and its statusIndenture. (b) The Company Issuer 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 CompanyIssuer's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 4.18 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company Issuer was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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 examinationDefault. (c) Within 90 days of the end of each of the CompanyIssuer's fiscal years, the Company Issuer shall deliver to the Trustee a list of all Significant SubsidiariesSubsidiaries at the Issuer's expense. The Trustee shall have no duty with respect to 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 90 120 days after the end of the Company's fiscal yearits Fiscal Year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Certificates of the Company signed by the Officers specified under TIA (S)314(a)(4) stating (i) that a review has been conducted of the activities of the Company 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture and the Securities, and (ii) that, to the best knowledge of such officerOfficer, the Company no Default or Event of Default has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17occurred (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officer may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). The first certificate to be delivered pursuant to this Section 4.6(a) shall be for the first Fiscal Year of the Company ending after the Issue Date. (b) The So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the Company shall cause its independ- ent public accountants to deliver to the Trustee, Trustee within 90 120 days after the end of its fiscal year, each Fiscal Year a certificate signed written statement by the Company's independent certified public such accountants stating (iA) that their audit examination has included a review of the terms relevant provisions of this Indenture and 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 (iiiB) whether, in connection with their audit examination, anything came any Default or Event of Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided that that, without any restriction as to the scope of the audit examination, 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 examinationstandards. (c) Within 90 days The Company will, so long as any of the end of each of the Company's fiscal yearsSecurities are outstanding, the Company shall deliver to the Trustee a list Trustee, promptly after any Officer becoming aware of all Significant Subsidiaries. The Trustee shall have no duty (i) any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in the Securities or this Indenture or (ii) any event of default under any other Indebtedness referred to in Section 6.1(a)(v), an Officers' Certificate specifying such Default, Event of Default, default or event of default and what action the Company is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Each of the Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries or such Guarantor, as the Restricted Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's or Guarantor's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's or Guarantor's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any of the Restricted Subsidiaries or Guarantors is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company and each of the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any event of default under any other mortgage, indenture or instrument relating to Indebtedness to which the course Company is a party, an Officers' Certificate specifying such Default, Event of an audit examination conducted in accordance Default or event of default and what action the Company or such Guarantor, as the case may be, is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of The Company and each of the Company's fiscal years, the Company Guarantors shall deliver to the Trustee a list of all Significant Subsidiariesalso comply with TIA ss. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders314(a)(4).

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 90 days after the end of the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 officer knows 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 fiscal year in which this Indenture was executed. (b) The Company shall deliver to the Trustee, within 90 days after the end of its each fiscal year, beginning with the fiscal year in which this Indenture was executed, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a1) The Company Mark IV shall deliver to the Trustee, Trustee within 90 days after the end of the Companyexxx xx Mark IV's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain years a certificate containing a certification from the principal txx xrincipal 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, Mark IV as to the best his or her knowledge of such officer, the Company has complied Mark IV's compliance with all conditions coxxxxxxxs and covenants under this IndentureIndexxxxe. For purposes of this Section 4.174.03(l), 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 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. Such certificate need not comply with Sections 11.04 and 11.05. (b2) The Company So long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants, Mark IV shall deliver to the Trustee, Trustee within 90 120 days after the end of its fiscal year, xxxx xxscal year a certificate signed written statement by the CompanyMark IV's independent certified public accountants stating (iA) that their thxxx audit examination has included a review of the terms of this Indenture and 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 (iiiB) whether, in connection with their audit examination, anything came any Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of such a Default has come to their attention, specifying the nature and period of the existence thereof; provided PROVIDED, HOWEVER, that such the independent certified public accountants delivering such statement 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 examinationGAAP. (c3) Within 90 days of the end of each of the Company's fiscal years, the Company Mark IV shall deliver to the Trustee a list as soon as possible and in any evxxx xxxhin 15 days after Mark IV becomes aware of all Significant Subsidiaries. The Trustee shall have no duty the occurrence of each Default or Event of Dexxxxx, which is continuing, an Officers' Certificate (which need not comply with Sections 11.04 and 11.05) setting forth the details of such Default or Event of Default, and the action which Mark IV proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

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 Company's 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 certificates , 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any the officers of the Company signing such officer knows 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 its the Company's 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 the Company's 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 year. Such certificates 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.15, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any the Officers of the Company signing such officer knows 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 4.15(a) shall be for the first fiscal year beginning after the execution of this Indenture. Except as set forth herein, the Trustee shall have no obligation to monitor the Company's compliance with its obligations set forth herein. (b) The Company shall deliver to the Trustee, within 90 days after the end of its the Company's 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 terms of this Indenture and the Securities 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 4.15 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 45 days after the end of each of the first three quarters of the Company's fiscal year, an Officers' Certificate stating whether or not and within 90 days after the signers know end of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer Officers, Certificates of the Company stating (i) that a review has been conducted of the activities of the Company, as the case may be, during the preceding fiscal quarter or year, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and (ii) that, to the best knowledge of each officer signing such officercertificate, the Company Company, as the case may be, has complied with all 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 and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which such Officers may have knowledge, their status and its statuswhat action the Company is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as (and to the Trusteeextent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, within 90 days after the end annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, 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, 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 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, and what action the Company shall deliver is taking or proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor shall deliver to the Notes Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries or such Subsidiary Guarantor, as the Restricted Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred during such period, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's or Subsidiary Guarantor's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's or Guarantor's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any of the Restricted Subsidiaries or Subsidiary Guarantors is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period 49 of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company and each of the Subsidiary Guarantors shall, so long as any of the Notes are outstanding, deliver to the Notes Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any event of default under any other mortgage, indenture or instrument to which the course Company is a party, an Officers' Certificate specifying such Default, Event of an audit examination conducted in accordance Default or event of default and what action the Company or such Subsidiary Guarantor, as the case may be, is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of The Company and each of the Company's fiscal years, the Company Subsidiary Guarantors shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty also comply with respect to any such list except to keep it on file and available for inspection by the HoldersTIA Section 314(a)(4).

Compliance Certificates. (a) The Company SFC shall deliver to the Trustee, within 90 120 days after the end of the Company's each fiscal year, an Officers' Certificate stating that a review of the activities of SFC and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether SFC and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge SFC and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the signers know performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action SFC is taking or proposes to take with respect thereto) and that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Special Interest, if any, on the Notes is prohibited or if such officerevent has occurred, a description of the Company has complied event and what action SFC is taking or proposes to take 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 such officer knows of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its statusrespect thereto. (b) The Company SFC shall comply with TIA Section 314(a)(2). (c) SFC shall deliver to the Trustee, within 90 5 Business Days after becoming aware of the occurrence thereof, written notice in the form of an Officers' Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action SFC is taking or proposes to take with respect thereto. (d) HoldCo 3 shall deliver to the Trustee, within 120 days after the end of its each fiscal year, a certificate signed by the Company's independent certified public accountants an Officers' Certificate stating (i) that their audit examination has included a review of the terms activities of HoldCo 3 and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether HoldCo 3 and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge HoldCo 3 and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and 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 the Company was is not in compliance with default in the performance or observance of any of the terms, covenants, provisions or and conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and(or, if any a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action HoldCo 3 is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has come to their attention, specifying the nature occurred and period of remains in existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure which payments on account of the principal of or interest or Special Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action HoldCo 3 is taking or proposes 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 take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (ce) Within 90 days of the end of each of the Company's fiscal years, the Company HoldCo 3 shall comply with TIA Section 314(a)(2). (f) HoldCo 3 shall deliver to the Trustee a list Trustee, within 5 Business Days after becoming aware of all Significant Subsidiaries. The Trustee shall have no duty the occurrence thereof, written notice in the form of an Officers' Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action HoldCo 3 is taking or proposes to take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of the Company's each fiscal year, commencing with the fiscal year ending December 31, 2000, an Officers' Officer's Certificate stating whether or not of the signers know Company (which shall be signed by one of any Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, principal financial officer or and principal accounting officer of the Company Company) stating (i) that a review has been conducted of the activities of the Company and the its Restricted Subsidiaries under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and the Company's and the Restricted Subsidiaries' performance fulfilled its obligations under this Indenture Indenture, and (ii) that, to the best knowledge of the Officer signing such officercertificate, the Company has complied with all 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, conditions and covenants under this Indenture. For purposes of this Section 4.17hereof (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any specifying each such Default or Event of Default and describing its status. (b) status and what action the Company is taking or proposes to take with respect thereto). The Company annual financial statements delivered pursuant to Section 4.7 shall deliver to the Trustee, within 90 days after the end be accompanied by a written statement of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit in making the examination necessary for certification of such annual financial statements nothing as to which such accountants have professional competence has included a review of the terms of this Indenture and 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 come to their attention that caused would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters andwhich such accountants have professional competence, or, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, promptly after any Officer of the Company becomes aware of any Default or Event of Default, an Officer's Certificate specifying 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. (c) Within 90 days of the end of each of the Company's fiscal years, and what action the Company shall deliver is taking or proposes to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty take with respect to any such list except to keep it on file and available for inspection by the Holdersthereto.

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 Company's 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 certificates , 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 the Restricted its Subsidiaries and the Company's and the Restricted its Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.174.16(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any the officers of the Company signing such officer knows 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 its the Company' s 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 terms of this Indenture and the Securities 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 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to 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 the Company's fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificates 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 the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, 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 such officer knows 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) The Company shall 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 included a review of the terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Co-Borrowers shall deliver to the TrusteePurchasers, within 90 20 days after the end of the Company's each fiscal yearquarter, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during (which shall include a Quarterly Perfection Certificate Update) as to such fiscal year. Such certificates shall contain a certification from the principal executive officerOfficers' knowledge, 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 and the CompanyCo-Borrowers's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined Agreement (without regard to any period of grace or requirement of notice provided under this Indenture. If hereunder) and in the event any Default or Event of Default exists, such officer knows Officer shall specify the nature of such a Default or Event of Default. Such certificate shall provide computations in reasonable detail demonstrating compliance with the financial covenants in Section 7. Each such Officers' Certificate shall also notify the Purchasers of any change in the Co-Borrowers's fiscal year-end. So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the certificate annual financial statements delivered pursuant to this Agreement shall describe any such Default or Event be accompanied by a written report of Default and its status. (b) The Company shall deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by the CompanyCo-Borrowers's independent certified public accountants (who shall be a firm of established national reputation reasonably acceptable to the Majority Purchasers) stating (iA) that their audit examination has included a review of the terms of this Indenture Agreement and the Securities form of the Note 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 (iiiB) whether, in connection with their audit examination, anything came any Default or Event of Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided that provided, however, that, without any restriction as to the scope of the audit examination, 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. (c) Within 90 days of the end of each of the Company's fiscal years, the Company shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.standards

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee and mail to the Holders at their addresses appearing in the Register within 90 60 days after the end of each fiscal quarter and 120 days after the end of each of the Company's fiscal year, an Officers' years (which as of the date hereof is ___________) a CP Certificate stating whether or not the signers know Company or any Controlling Partner knows of any Default or Event of Default that which occurred during such preceding fiscal yearperiod or occurred in any other fiscal period and is continuing. Such certificates certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer each Controlling Partner as to its knowledge of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries and the Company's and the Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officer, the Company has complied compliance with all conditions and covenants under this Indenture. For purposes of this Indenture during such preceding fiscal year and shall otherwise comply with TIA Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture314(a)(4). If any such officer a Controlling Partner knows of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default Default, and its status. (b) The So long as it is not contrary to the then current recommendation of the American Institute of Certified Public Accountants and so long as the Company's accountants provide similar statements to other companies, the Company shall deliver to the Trustee, Trustee and mail to the Holders at their addresses appearing in the Register within 90 120 days after the end of its each fiscal year, year a certificate signed written statement by the Company's independent certified public pubic accountants stating (iA) that their audit examination has included a review of the terms of this Indenture and the Securities 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 (iiiB) whether, in connection with their audit examination, anything came any Default has come to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of such a Default has come to their attention, specifying the nature and period of the existence thereof; provided provided, however, that such the independent certified public accountants delivering such statement 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 GAAP. In the date absence of such examinationactual notice to the contrary, the Trustee shall be entitled to rely upon the aforementioned statement of the Company's independent public accountants and shall not be liable to anyone with respect thereto. (c) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee and mail to the Holders at their addresses appearing on the Register as soon as possible and in any event within 10 Business Days after the Company or a list Controlling Partner becomes aware of all Significant Subsidiaries. The Trustee shall have no duty the occurrence of a Default or Event of Default, which is continuing, a CP Certificate setting forth the details of such Default or Event of Default, and the action which the Company proposes to take with respect thereto. (d) The Company shall deliver to the Trustee any such list except to keep it on file and available for inspection information reasonably requested by the HoldersTrustee in connection with the compliance by the Trustee or the Company with the TIA.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee, within 90 days after the end of the Company's 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 year. Such certificates shall contain a certification from the signed by its principal executive officer, principal financial officer or principal accounting officer of the Company stating that a review has been conducted of the activities of the Company and its Subsidiaries, as the Restricted Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each 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 Company's best of his or her knowledge each has kept, observed, performed and the Restricted Subsidiaries' performance under fulfilled each and every covenant contained in this Indenture and thatis not in default in the performance or observance of any of the terms, to the best knowledge of such officer, the Company has complied with all provisions and conditions and covenants under this Indenture. For purposes of this Section 4.17Indenture (or, 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 if a Default or Event of DefaultDefault shall have occurred, the certificate shall describe any describing all such Default Defaults or Event Events of Default of which he or she may have knowledge and its statuswhat action each is taking or proposes to take with respect thereto). (b) The Company shall deliver So long as not contrary to the Trusteethen current recommendations of the American Institute of Certified Public Accountants, within 90 days after the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of its fiscal year, a certificate signed by (x) the Company's independent certified public accountants stating (iwho shall be a firm of established national reputation) that their audit in making the examination necessary for certification of such financial statements nothing has included a review of the terms of this Indenture and 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 come to their attention that caused which would lead them to believe that the Company was not in compliance with has violated any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 4, 5 or 6 of this Indenture insofar as they pertain relate to accounting matters andor, if any Default or Event of Default such violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided , it being understood that such independent certified public accountants shall not be liable in respect of such statement by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any of the Restricted Subsidiaries is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default that would not be disclosed in or (ii) any event of default under any other mortgage, indenture or instrument to which the course Company is a party, an Officers' Certificate specifying such Default, Event of an audit examination conducted in accordance Default or event of default and what action the Company is taking or proposes to take with generally accepted auditing standards in effect at the date of such examinationrespect thereto. (cd) Within 90 days of the end of each of the Company's fiscal years, the The Company shall deliver to the Trustee a list of all Significant Subsidiariesalso comply with TIA ss. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders314(a)(4).

Compliance Certificates. (a) The Company shall ----------------------- deliver to the Trustee, within 90 days after the end of the Company's 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 yearquarter. Such certificates 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 the its Restricted Subsidiaries and the Company's and the its Restricted Subsidiaries' performance under this Indenture and that, to the best knowledge of such officerOfficers, the Company has complied with all conditions and covenants under this IndentureIndenture and, so long as the Pledge Agreement is in effect, the Pledge Agreement. 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 IndentureIndenture and, so long as the Pledge Agreement is in effect, the Pledge Agreement. If any such officer knows 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 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The 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 its the Company's 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 terms of this Indenture and the Securities 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 connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Four and Section 5.01 of this Indenture as they pertain to accounting matters and, if any Default or Event of Default has come 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 come to the attention of such accountants 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 shall deliver to the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect to any such list except to keep it on file and available for inspection by the Holders.