Common use of Statement by Officers as to Default Clause in Contracts

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto).

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ CertificateCertificate signed by the principal executive officer, the principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $50,000,000), the Company shall deliver to the Trustee by registered or certified mail or overnight delivery or PDF or other electronic transmission an Officers’ Certificate specifying such event, notice or other action within ten Business Days of any Officer becoming aware of the foregoing.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers’ ' Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, 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 with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, 's knowledge the Company has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series hereof (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Section 9.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) The Company shall, so long as any Securities of any series are Outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company proposes to take with respect thereto within 10 days of its occurrence.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ CertificateOfficer’s Certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill, its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill, each and every such covenant contained in this Indenture with respect to Securities and no Default occurred during such year and at the date of such series certificate there is no Default which has occurred and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (continuing or, if a default or Event of Default with respect to Securities such signers do know of such series Default that is continuing, the certificate shall have specify such Default and that, to the best of his or her knowledge, no event has occurred and be continuing, describing all such defaults or Events of Default remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such Officer may have knowledge and what action event has occurred, a description of the event. The Officer’s Certificate shall also notify the Trustee should the Company is taking or propose elect to take with respect thereto)change the manner in which it fixes its fiscal year-end. (b) So long as When any Securities of a series to which Article XIV Default has been made applicable are Outstandingoccurred and is continuing under this Indenture, each Guarantor with respect to Securities of such series Outstanding the Company shall deliver to the TrusteeTrustee an Officer’s Certificate specifying such event, notice or other action, and any actions that have been taken to cure such Default, within 120 days after the end five Business Days of each fiscal year becoming aware of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)occurrence.

Statement by Officers as to Default. (a) The Company shall and the Guarantors will, except as otherwise provided in this Section 10.12, deliver to the Trustee, within 120 days after the end of each of their fiscal year of the Company years ending after the date hereof, an Officers’ a written statement (such written statement, a “Compliance Certificate”) signed by the chairman or a chief executive officer, the principal financial officer, principal accounting officer or Treasurer of the Company or such Guarantor (as applicable), stating (i) that a review of the activities of the Company or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled its obligations under this Indenture with respect and (ii) that, to the Securities knowledge of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, (as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor applicable) is taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $50,000,000), the Company will, except as otherwise provided in this Section 10.12, promptly deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Certificate specifying such event, notice or other action no later than five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto. Notwithstanding any other provision of this Section 10.12 or this Indenture, (i) the Compliance Certificate referred to in this Section 10.12 that the Company and the Guarantors would have been required to deliver to the Trustee on any date before the Covenant Reversion Date (but for this sentence) will not be required to be delivered until the Covenant Reversion Date, and (ii) the Company and the Guarantors will have no obligation to deliver an Officer’s Certificate, as referred to in the preceding sentence, relating to the breach of a covenant contained in Section 7.04, 10.10 or 10.12 of this Indenture that occurred prior to the Covenant Reversion Date.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 45 days after the end of the first three fiscal quarters of the Company and 90 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificatea written statement signed by the chief executive officer and either the principal financial officer or principal accounting officer of the Company, stating (i) that a review of the activities of the Company during the preceding fiscal year quarter or year, as applicable, has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect Indenture, and (ii) that, to the Securities knowledge of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Company will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $50,000,000), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of any Officer becoming aware of the foregoing.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 95 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificatea written statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of the Company, stating (i) that a review of the activities of the Company during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect Indenture, and (ii) that, to the Securities knowledge of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action the Company is taking or propose proposes to take with respect thereto). (b) So long as When any Securities Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of a series to which Article XIV has been made applicable are Outstanding, each Guarantor any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to Securities a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Securities) in the principal amount of less than $5,000,000), the Company will promptly notify a Responsible Officer of the Trustee of such series Outstanding shall Default, notice or action and will deliver to the TrusteeTrustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 120 days five Business Days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities becomes aware of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge occurrence and what action such Guarantor the Company is taking or proposes to take with respect thereto).

Statement by Officers as to Default. (a) The Company shall and the Guarantors will deliver to the Trustee, within on or before a date not more than 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificateand 60 days after the end of each fiscal quarter ending after the date hereof, stating that a written statement signed by two executive officers of the Company and the Guarantors, one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and the Guarantors, as to compliance herewith, including whether or not, after a review of the activities of the Company during the preceding fiscal such year has been made under the supervision or such quarter and of the signing Officers with a view Company's and each Guarantor's performance under this Indenture, to determining whether the best knowledge, based on such review, of the signers thereof, the Company has kept, observed, performed and each Guarantor have fulfilled its all of their respective obligations and are in compliance with all conditions and covenants under this Indenture throughout such year or quarter, as the case may be, and, if there has been a Default specifying each Default and the nature and status thereof and any actions being taken by the Company and the Guarantors with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of thereto. (b) When any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to Securities a claimed default, the Company and the Guarantors shall deliver to the Trustee by registered or certified mail or facsimile transmission followed by an originally executed copy of an Officers' Certificate specifying such series (orDefault, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingDefault, describing all such defaults notice or Events of Default of which such Officer may have knowledge other action, the status thereof and what action actions the Company is and the Guarantors are taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities within five Business Days after the occurrence of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)Default.

Statement by Officers as to Default. (a) The Company shall Issuer will deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company Issuer ending after the date hereof, an Officers’ Certificatea written statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of the Issuer (or its general partner), stating (i) that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company Issuer has kept, observed, performed and fulfilled its obligations under this Indenture with respect Indenture, and (ii) that, to the Securities knowledge of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company Issuer has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and is not in default Default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor Issuer is taking or proposes to take with respect thereto). When any Default under this Indenture has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Issuer or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Securities) in the principal amount of less than [$____________], the Issuer will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Issuer becomes aware of such occurrence and what action the Issuer is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall and the Guarantors will, except as otherwise provided in this Section 10.12, deliver to the Trustee, within 120 days after the end of each of their fiscal year of the Company years ending after the date hereof, an Officers’ a written statement (such written statement, a “Compliance Certificate”) signed by the chairman or a chief executive officer, the principal financial officer, principal accounting officer or Treasurer of the Company or such Guarantor (as applicable), stating (i) that a review of the activities of the Company or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled its obligations under this Indenture with respect and (ii) that, to the Securities knowledge of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, (as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor applicable) is taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $50,000,000), the Company will, except as otherwise provided in this Section 10.12, promptly deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action no later than five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto. Notwithstanding any other provision of this Section 10.12 or this Indenture, (i) the Compliance Certificate referred to in this Section 10.12 that the Company and the Guarantors would have been required to deliver to the Trustee on any date before the Covenant Reversion Date (but for this sentence) will not be required to be delivered until the Covenant Reversion Date, and (ii) the Company and the Guarantors will have no obligation to deliver an Officers’ Certificate, as referred to in the preceding sentence, relating to the breach of a covenant contained in Section 7.04, 10.10 or 10.12 of this Indenture that occurred prior to the Covenant Reversion Date.

Statement by Officers as to Default. (a) The Company shall Issuer will deliver to the Trustee, within on or before a date not more than 60 days after the end of each fiscal quarter and not more than 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company Issuer ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to written statement signed by the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary of the Issuer, and in any event at least one person signing such Guarantorcertificate shall be the principal executive officer, principal financial officer or principal accounting officer of the Issuer, setting forth the Consolidated Net Worth of the Issuer as of the end of such fiscal quarter and stating that whether or not, after a review under each signer's supervision of the activities of the Issuer during such Guarantor during the preceding fiscal year has been made under the supervision and of the signing Officers with a view Issuer's performance under this Indenture, to determining whether the best knowledge, based on such Guarantor review, of the signers thereof, the Issuer has kept, observed, performed and fulfilled all its obligations under this Indenture with respect to throughout such year, and, if there has been a Default specifying each Default and the Securities of such series nature and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of status thereof. (b) When any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to Securities of such series a claimed default (or, if a default or Event of Default other than with respect to Securities Indebtedness (other than any Mortgage Debt) in the principal amount of less than $10,000,000), the Issuer shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy an Officers' Certificate specifying such series shall have occurred and be continuingevent, describing all such defaults notice or Events other action within five Business Days of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, signed by, at a minimum, the principal executive officer, principal financial officer or principal accounting officer of each Issuer, and otherwise meeting the requirements of Section 314(a)(4) of the Trust Indenture Act, stating that a review of the activities of the Company Issuers 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 they have kept, observed, performed and fulfilled fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company has Issuers during such preceding fiscal year have kept, observed, performed and fulfilled its obligations under fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or no Event of Default with respect to Securities occurred during such year and at the date of such series (certificate there is no Event of Default which has occurred and is continuing or, if a default or such signers do know of such Event of Default Default, the certificate shall describe its status with respect to Securities of such series particularity and shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and state what action the Company is Issuers are taking or propose to take with in respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstandingthereof and that, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should either or both of the Issuers elect to change the manner in which either of them fix their fiscal year end. For purposes of this Section 1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Issuers or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $25,000,000), the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission (to be followed promptly by delivery of the original copy thereof) an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofMediacom LLC, an Officers’ Certificate, signed by, at a minimum, the principal executive officer, principal financial officer or principal accounting officer of each Issuer, and otherwise meeting the requirements of Section 314(a)(4) of the Trust Indenture Act, stating that a review of the activities of the Company Issuers 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 Issuers have kept, observed, performed and fulfilled its fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill, their respective obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company has Issuers during such preceding fiscal year have kept, observed, performed and fulfilled its obligations under fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill, each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or no Event of Default with respect to Securities occurred during such year and at the date of such series (certificate there is no Event of Default which has occurred and is continuing or, if a default or such signers do know of such Event of Default Default, the certificate shall describe its status with respect to Securities of such series particularity and shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and state what action the Company is Issuers are taking or propose to take with in respect theretothereof. The Officers’ Certificate shall also notify the Trustee should either or both of the Issuers elect to change the manner in which either of them fix their fiscal year end. For purposes of this Section 1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) So long as When any Securities of a series to which Article XIV Default has been made applicable are Outstandingoccurred and is continuing under this Indenture, each Guarantor with respect to Securities of such series Outstanding the Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year Trustee by registered or certified mail or facsimile transmission (to be followed promptly by delivery of the Company ending after the date hereof, a Guarantor’s original copy thereof) an Officers’ Certificate with respect to specifying such Guarantor, stating that a review Default within five Business Days after any Officer of the activities Mediacom LLC becomes aware of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)Default.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate meeting the requirements of Section 103 stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or no Event of Default with respect to Securities occurred during such year and at the date of such series (certificate there is no Event of Default which has occurred and is continuing or, if a default or such signers do know of such Event of Default Default, the certificate shall describe its status with respect to Securities of such series particularity and shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and state what action the Company is Issuers are taking or propose to take with in respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstandingthereof and that, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Issuers elect to change the manner in which it fixes it fiscal year end. For purposes of this Section 1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Issuers or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $15,000,000), the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the on or before a date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within more than 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate written statement signed by two executive officers of the Company and the Guarantors, one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and the Guarantors, as to compliance with respect to such Guarantorthis Indenture, stating that the Securities and the Guarantees, including whether or not, after a review of the activities of the Company during such Guarantor during the preceding fiscal year has been made under the supervision and of the signing Officers Company’s and each Guarantor’s performance under this Indenture, to the best knowledge, based on such review, of the signers thereof, the Company and each Guarantor have fulfilled all of their respective obligations and are in compliance with a view to determining whether such Guarantor has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture throughout such year and, if there has been a Default specifying each Default and the nature and status thereof and any actions being taken by the Company with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of thereto. (b) When any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to Securities a claimed default the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission followed by an originally executed copy of an Officers’ Certificate specifying such series (orDefault, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingDefault, describing all such defaults notice or Events of Default of which such Officer may have knowledge other action, the status thereof and what action such Guarantor actions the Company is taking or proposes to take with respect thereto), within 30 days after the occurrence of such Default or Event of Default unless such Default or Event of Default has been cured within such 30-day period.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries during the preceding fiscal year year, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding fiscal year, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such fiscal year, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuers elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture, the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within 10 Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, officer's knowledge the Company has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series hereof (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer officer may have knowledge and what action the Company is taking or propose proposes to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor officers' knowledge no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains in existence by reason of such series and is not in default in the performance and observance of any which payments on account of the material terms, provisions principal of (and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orpremium, if any) or interest, including Special Interest, if any, on the Securities are prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the financial statements delivered pursuant to Section 9.08 shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company has violated any provisions of Articles Eight or Ten of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, 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 or (ii) any event of default under any other mortgage, indenture or instrument as described in Section 4.01(5), an Officers' Certificate specifying such default, Event of Default or event of default and what action the Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall and the Guarantors, if any, will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the on or before a date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 more than 90 days after the end of each fiscal year of the Company ending after the date hereof, a written statement signed by an executive officer (not in his individual capacity but as an officer of the Company) of the Company and each Guarantor’s Officers’ Certificate with respect to , if any, who shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and any such Guarantor, stating that as to compliance herewith, including whether or not, after a review of the activities of the Company during such Guarantor during the preceding fiscal year has been made under the supervision or such quarter and of the signing Officers Company’s and each Guarantor’s, if any, performance under this Indenture, to the best knowledge, based on such review, of the signer thereof, the Company and each Guarantor, if any have fulfilled all of their respective obligations and are in compliance with a view to determining whether such Guarantor has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture throughout such year or quarter, as the case may be, and, if there has been a Default specifying each Default and the nature and status thereof and any actions being taken by the Company and the Guarantors, if any, with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of thereto. When any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to Securities of such series (ora claimed default, the Company and the Guarantors, if a default any, shall deliver to the Trustee by registered or certified mail or facsimile transmission followed by an originally executed copy of an Officers’ Certificate specifying such Default, Event of Default with respect to Securities of such series shall have occurred and be continuingDefault, describing all such defaults notice or Events of Default of which such Officer may have knowledge other action, the status thereof and what action such Guarantor is actions the Company and the Guarantors, if any, are taking or proposes propose to take with respect thereto), within five Business Days after the occurrence of such Default or Event of Default.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company Issuers and the Guarantors during the preceding fiscal year year, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of the Guarantors to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding fiscal year, has kept, observed, performed and fulfilled its obligations under fulfilled, and has caused each of the Guarantors to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such fiscal year, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 10.05(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture, the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within 10 Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company Corporation shall deliver to the Trustee, within 120 90 days after the end of each fiscal year, commencing with the fiscal year of the Company ending after the date hereofDecember 31, 2009 an Officers’ Certificate, Certificate stating that a review of the activities of the Company Corporation and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company Corporation has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer signing such certificate, that that, in their capacities as Officers, to the best of such Officer’s actual knowledge, his or her knowledge the Company Corporation has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default Default in the performance and or observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor Corporation 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 Debt Securities is prohibited or if such event has occurred, a description of the event and what action the Corporation is taking or proposes to take with respect thereto. (b) The Corporation shall, so long as any of the Debt 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 and what action the Corporation is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuer during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the New Discount Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1019(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Issuer or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Issuer shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in the performance and observance of any which payments on account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuer will deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company Issuer ending after the date hereof, an Officers’ Certificatea written statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of the Issuer (or its general partner), stating (i) that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company Issuer has kept, observed, performed and fulfilled its obligations under this Indenture with respect Indenture, and (ii) that, to the Securities knowledge of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company Issuer has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and is not in default Default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor Issuer is taking or proposes to take with respect thereto). When any Default under this Indenture has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Issuer or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $7.5 million), the Issuer will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Issuer becomes aware of such occurrence and what action the Issuer is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1021 (a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the Holder of any other evidence of Indebtedness of the Company or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $5 million), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within ten Business Days of its occurrence. The Company also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events that would constitute an Event of Default under clause (iii), (iv) or (vii) of Section 501, their status and what action the Company is taking or proposes to take in respect thereof.

Statement by Officers as to Default. (ai) The Company shall Issuer will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuer during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such quarter or year, as the case may be, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (1) When any Default or Event of Default has occurred and is continuing under this Indenture, or (2) if the trustee for or the holder of any other evidence of Indebtedness of the Issuer or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than US$25,000,000), the Issuer shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company Issuers and the Guarantors during the preceding fiscal year year, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of the Guarantors to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding fiscal year, has kept, observed, performed and fulfilled its obligations under fulfilled, and has caused each of the Guarantors to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such fiscal year, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1005(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture, the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within 10 Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, ' Certificate stating that a review in the course of performance by the activities signers of their duties as such officers of the Company during they would normally obtain knowledge of whether any default exists in the preceding fiscal year has been made under the supervision performance and observance of any of the signing Officers with a view to determining terms, provisions and conditions of this Indenture and whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and Indenture. Such Certificate shall further statingstate, as to each such Officer officer signing such certificateCertificate, that to the best of the knowledge of such Officer’s actual knowledgeofficer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company has during the preceding fiscal year kept, observed, performed and fulfilled its obligations each and every covenant and obligation of the Company under this Indenture with respect to Securities of such series and is not in (c) whether there was any default in the performance and observance of any of the material terms, provisions and or conditions of this Indenture with respect to Securities during such preceding fiscal year. If the officers signing the Certificate know of such seriesa default, whether then existing or occurring during such preceding fiscal year, the Officers' Certificate shall describe such default and its status with particularity. The Company shall also promptly notify the Trustee if the Company's fiscal year is changed so that the end thereof is on any date other than the then current fiscal year end date. The Company will deliver to the Trustee, forthwith upon becoming aware of any default in each casethe performance or observance of any covenant, so as not to result agreement or condition contained in this Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and further stating what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstandingtaken, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto). Any notice required to be given under this Section shall be delivered to the Trustee at its Corporate Trust Office.

Statement by Officers as to Default. (a) The Company shall and each Subsidiary Debenture Guarantor will deliver to the Debenture Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company or the Subsidiary Debenture Guarantor, as the case may be, during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such quarter or year, as the case may be, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Exchange Debentures is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Debenture Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Exchange Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Exchange Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10,000,000), the Company shall deliver to the Debenture Trustee by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantorwritten statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of the Company, stating (i) that a review of the activities of such Guarantor the Company during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether such Guarantor the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect and the Escrow Agreement, and (ii) that, to the Securities knowledge of such series and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor Company has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and the Escrow Agreement and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action such Guarantor the Company is taking or proposes to take with respect thereto). When any Default under this Indenture or a default under the Escrow Agreement has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $[ ]), the Company will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall Holdings will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company Holdings and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Holdings during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Discount Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should Holdings elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1019(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of Holdings or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $10 million), Holdings shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantorwritten statement signed by the chairman or the chief executive officer and by the principal financial officer or principal accounting officer of the Company, stating (i) that a review of the activities of such Guarantor the Company during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether such Guarantor the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect and, if in effect during any portion of such fiscal year, the Escrow Agreement, and (ii) that, to the Securities knowledge of such series and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor Company has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and, if applicable, the Escrow Agreement and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default covenants hereof or Event of Default with respect to Securities of such series thereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer may officers have knowledge knowledge, their status and what action such Guarantor the Company is taking or proposes to take with respect thereto). When any Default under this Indenture or a default under the Escrow Agreement has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Material Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $5 million), the Company will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall and each Subsidiary Guarantor will deliver to the Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company or the Subsidiary Guarantor, as the case may be, during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such quarter or year, as the case may be, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10,000,000), the Company shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or no Event of Default with respect to Securities occurred during such year and at the date of such series (certificate there is no Event of Default which has occurred and is continuing or, if a default or such signers do know of such Event of Default Default, the certificate shall describe its status with respect to Securities of such series particularity and shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and state what action the Company is Issuers are taking or propose to take with in respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstandingthereof and that, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Issuers elect to change the manner in which it fixes it fiscal year end. For purposes of this Section 1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Issuers or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $15,000,000), the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall and the Guarantors, if any, will deliver to the Trustee, within on or before a date not more than 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificateand 60 days after the end of each fiscal quarter ending after the date hereof, stating that a written statement signed by two executive officers of the Company and each Guarantor, if any, one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and any such Guarantor, as to compliance herewith, including whether or not, after a review of the activities of the Company during the preceding fiscal such year has been made under the supervision or such quarter and of the signing Officers with a view Company's and each Guarantor's, if any, performance under this Indenture, to determining whether the best knowledge, based on such review, of the signers thereof, the Company has keptand each Guarantor, observed, performed if any have fulfilled all of their respective obligations and fulfilled its obligations are in compliance with all conditions and covenants under this Indenture throughout such year or quarter, as the case may be, and, if there has been a Default specifying each Default and the nature and status thereof and any actions being taken by the Company and the Guarantors, if any, with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of thereto. (b) When any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to Securities of such series (ora claimed default, the Company and the Guarantors, if a default any, shall deliver to the Trustee by registered or certified mail or facsimile transmission followed by an originally executed copy of an Officers' Certificate specifying such Default, Event of Default with respect to Securities of such series shall have occurred and be continuingDefault, describing all such defaults notice or Events of Default of which such Officer may have knowledge other action, the status thereof and what action actions the Company is and the Guarantors, if any, are taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities within five Business Days after the occurrence of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)Default.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, officer's knowledge the Company has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series hereof (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer officer may have knowledge and what action the Company is taking or propose proposes to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor officers' knowledge no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains in existence by reason of such series and is not in default in the performance and observance of any which payments on account of the material terms, provisions principal of (and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orpremium, if any) or interest, including Special Interest, if any, on the Securities are prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the financial statements delivered pursuant to Section 9.06 shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company has violated any provisions of Articles Eight or Ten of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, 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 or (ii) any event of default under any other mortgage, indenture or instrument as described in Section 4.01(5), an Officers' Certificate specifying such default, Event of Default or event of default and what action the Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $20,000,000), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of any Officer becoming aware of the foregoing. (c) The Company shall deliver an Officer’s Certificate to the trustee or agent acting on behalf of any Holders (or the Holders themselves) of obligations secured by junior priority liens on any Collateral within 30 days following the end of each six-month period beginning on July 1 and January 1 of each year, to the effect that all such releases and withdrawals during the preceding six-month period (or since the Issue Date, in the case of the first such certificate) in the ordinary course of the Company’s or the Guarantors’ business were not prohibited by the Indenture.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Officer's Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill, each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Securities is 90 prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officer's Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $50 million), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officer's Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee, within 45 days after the end of each fiscal quarter (or 90 days, in the case of the last fiscal quarter of each fiscal year), a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture. Such certificate shall state that such officer has reviewed this Indenture and believes that either (a) the Company and Guarantors are in compliance with terms thereof or (b) the Company and Guarantors are not in compliance with terms thereof. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company, any Guarantor or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $1,000,000), the Company shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence. (c) The Company shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after Company's fiscal years, a certificate signed by the date hereof, an Officers’ Certificate, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities 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 1008 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is was not in default in the performance and observance of compliance with any of the material terms, covenants, provisions or conditions of Article Ten and conditions Section 8.01 of this Indenture with respect as they pertain to Securities of such seriesaccounting matters and, in each case, so as not to result in if any default Default or Event of Default with 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 to Securities of such series (or, if a default 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 respect to Securities generally accepted auditing standards in effect at the date of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto)examination. (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto).

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ CertificateCertificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill, its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill, each and every such covenant contained in this Indenture with respect to Securities and no Default occurred during such year and at the date of such series certificate there is no Default which has occurred and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (continuing or, if a default or Event of Default with respect to Securities such signers do know of such series Default that is continuing, the certificate shall have specify such Default and that, to the best of his or her knowledge, no event has occurred and be continuing, describing all such defaults or Events of Default remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such Officer may have knowledge and what action event has occurred, a description of the event. The Officers’ Certificate shall also notify the Trustee should the Company is taking or propose elect to take with respect thereto)change the manner in which it fixes its fiscal year-end. (b) So long as When any Securities of a series to which Article XIV Default has been made applicable are Outstandingoccurred and is continuing under this Indenture, each Guarantor with respect to Securities of such series Outstanding the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Trustee an Officers’ Certificate with respect specifying such event, notice or other action, and any actions that have been taken to cure such GuarantorDefault, stating that a review within five Business Days of the activities becoming aware of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)occurrence.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, ' Certificate stating that a review in the course of performance by the activities signers of their duties as such officers of the Company during they would normally obtain knowledge of whether any default exists in the preceding fiscal year has been made under the supervision performance and observance of any of the signing Officers with a view to determining terms, provisions and conditions of this Indenture and whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and Indenture. Such Certificate shall further statingstate, as to each such Officer officer signing such certificateCertificate, that to the best of the knowledge of such Officer’s actual knowledgeofficer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company has during the preceding fiscal year kept, observed, performed and fulfilled its obligations each and every covenant and obligation of the Company under this Indenture with respect to Securities of such series and is not in (c) whether there was any default in the performance and observance of any of the material terms, provisions and or conditions of this Indenture with respect to Securities during such preceding fiscal year. If the officers signing the Certificate know of such seriesa default, whether then existing or occurring during such preceding fiscal year, the Officers' Certificate shall describe such default and its status with particularity. The Company shall also promptly notify the Trustee if the Company's fiscal year is changed so that the end thereof is on any date other than the then current fiscal year end date. The Company will deliver to the Trustee, forthwith upon becoming aware of any default in each casethe performance or observance of any covenant, so as not to result agreement or condition contained in this Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and further stating what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstandingtaken, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto).. Any notice required to be given under this Section 1008 shall be delivered to the Trustee at its Corporate Trust Office. ARTICLE ELEVEN

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year and within 45 days after the end of each fiscal quarter of the Company ending after Company, a brief certificate from the date hereofprincipal executive officer, an Officers’ Certificate, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year or quarter, as the case may be, has been made under the supervision of the signing Officers officer with a view to determining whether the Company and its Subsidiaries has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, his or her knowledge the Company has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or propose proposes to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor his or her knowledge no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains in existence by reason of such series and is not in default in the performance and observance of any which payments on account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Securities is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor the Company is taking or proposes to take with respect thereto. For purposes of this Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) Whenever any Default or Event of Default has occurred under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $5,000,000), the Company shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action forthwith upon any Officer becoming aware of such event, notice or other action, but in no event later than 10 days of its occurrence.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year year, a certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture and each of the Security Documents. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture or the Security Documents. (b) When any Event of Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company ending after the date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the Securities principal amount of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledgeless than $5,000,000), the Company has keptshall deliver to the Trustee by registered or certified mail or by telegram, observedtelex or facsimile transmission an Officers' Certificate specifying such event, performed notice or other action within five Business Days of its occurrence and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose proposes to take with respect thereto). (bc) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, a Guarantor’s Officers’ Certificate with respect to such Guarantorcertificate from the principal executive officer, principal financial officer or principal accounting officer stating (i) that a review of he or she has reviewed the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, relevant provisions and conditions of this Indenture and the Notes as they relate to accounting matters, and (ii) whether in connection with respect to Securities of such series, in each case, so as not to result in their review any default Default or Event of Default with respect has come to Securities of such series (orhis or her attention and, if such a default Default or Event of Default has come to their attention, specifying the nature and period of existence thereof. (d) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating (i) that they have reviewed the relevant provisions of this Indenture and the Notes as they relate to insurance matters, (ii) that they have consulted such experts as they have deemed necessary to reach the conclusions stated in such Officers' Certificate and (iii) whether the Company and each of its Subsidiaries is in compliance with respect to Securities such provisions and, if not, specifying the nature and period of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)noncompliance.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers’ ' Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, 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 with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, 's knowledge the Company has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series hereof (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Section 9.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) The Company and any Subsidiary Guarantors 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 or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto within 10 days of its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, signed by, at a minimum, the principal executive officer, principal financial officer or principal accounting officer of each Issuer, and otherwise meeting the requirements of Section 314(a)(4) of the Trust Indenture Act, stating that a review of the activities of the Company Issuers and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has they have kept, observed, performed and fulfilled fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company has Issuers during such preceding fiscal year have kept, observed, performed and fulfilled its obligations under fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or no Event of Default with respect to Securities occurred during such year and at the date of such series (certificate there is no Event of Default which has occurred and is continuing or, if a default or such signers do know of such Event of Default Default, the certificate shall describe its status with respect to Securities of such series particularity and shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and state what action the Company is Issuers are taking or propose to take with in respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstandingthereof and that, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should either or both of the Issuers elect to change the manner in which either of them fix their fiscal year end. For purposes of this Section 1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Issuers or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $25,000,000), the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company Co-Issuers shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company Co-Issuers and the Restricted Subsidiaries during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company has Co-Issuers during such preceding quarter or the preceding fiscal year, as the case may be, have kept, observed, performed and fulfilled its obligations under fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such quarter or year, as the case may be, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Co-Issuers elect to change the manner in which they fix their fiscal year-end. For purposes of this Section 5.08, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of either Co-Issuer or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $25,000,000), the Co-Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, Second-Priority Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries during the preceding fiscal year year, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Second-Priority Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding fiscal year, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Second-Priority Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such fiscal year, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Second-Priority Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Second-Priority Trustee should the Issuers elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Second-Priority Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Second-Priority Indenture, the Issuers shall deliver to the Second-Priority Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within 10 Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Officer’s Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material termsprincipal of or interest on the Notes is prohibited or if such event has occurred, provisions and conditions a description of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture, the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officer’s Certificate specifying such event, notice or other action within 30 Business Days of its occurrence, its status and what action the Company is taking or proposing to take with respect thereto.

Statement by Officers as to Default. (a) The Company Issuers and the Subsidiary Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, an Officers’ Certificatesecond and third quarters of each fiscal year of the Company, a written certificate or certificates signed by a principal executive officer, principal financial officer or principal accounting officer of each of the Issuers and Subsidiary Guarantors stating that a review of the activities of the Company such Issuer or Subsidiary Guarantor during the preceding fiscal year quarter or fiscal year, as applicable, 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 with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers Person with a view to determining whether such Issuer or Subsidiary Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series Indenture, and further stating, as to each such Officer Person signing such certificate, that to the best of such Officer’s actual knowledge, Person's knowledge such Issuer or Subsidiary Guarantor has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities of such series has occurred and is continuing (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingto either such Person's knowledge, describing all such defaults Defaults or Events of Default of which such Officer Person may have knowledge and what action such Issuer or Subsidiary Guarantor is taking or proposes to take with respect thereto). Such written statement shall comply with TIA Section 314(a)(4). For purposes of this Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) The Company shall, so long as any Security is Outstanding, deliver to the Trustee, within 30 days after Senior Management becomes aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year Fiscal Year of the Company ending after the date hereof, an Officers’ Certificatea written statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of the Company, stating (i) that a review of the activities of the Company during the preceding fiscal year Fiscal Year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect and the Escrow Agreement, and (ii) that, to the Securities knowledge of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and the Escrow Agreement and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default covenants hereof or Event of Default with respect to Securities of such series thereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events Defaults of Default of 89 -82- which such Officer officers may have knowledge knowledge, their status and what action the Company is taking or propose proposes to take with respect thereto). (b) So long as When any Securities Default under this Indenture or a default under the Escrow Agreement has occurred and is continuing, or if the Trustee or any Holder or the trustee for the holder of a series to which Article XIV has been made applicable are Outstanding, each Guarantor any other evidence of Indebtedness or the holder of such Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to Securities a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Securities) in the principal amount of less than $10,000,000), the Company will promptly notify the Trustee of such series Outstanding shall Default, notice or action and will deliver to the TrusteeTrustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 120 days five Business Days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities becomes aware of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge occurrence and what action such Guarantor the Company is taking or proposes to take with respect thereto).

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantorwritten statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of the Company, stating (i) that a review of the activities of such Guarantor the Company during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether such Guarantor the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect and the Escrow Agreement, and (ii) that, to the Securities knowledge of such series and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor Company has kept, observed, performed and fulfilled its obligations under each and every covenant and condition contained in this Indenture with respect to Securities of such series and the Escrow Agreement and is not in default in the performance and or observance of any of the material terms, provisions provisions, conditions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series covenants hereof (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults or Events of Default Defaults of which such Officer officers may have knowledge knowledge, their status and what action such Guarantor the Company is taking or proposes to take with respect thereto). When any Default under this Indenture or a default under the Escrow Agreement has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $1.0 million), the Company will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate meeting the requirements of Section 103 stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or no Event of Default with respect to Securities occurred during such year and at the date of such series (certificate there is no Event of Default which has occurred and is continuing or, if a default or such signers do know of such Event of Default Default, the certificate shall describe its status with respect to Securities of such series particularity and shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and state what action the Company is Issuers are taking or propose to take with in respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstandingthereof and that, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Issuers elect to change the manner in which it fixes it fiscal year end. For purposes of this Section 1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Issuers or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $25,000,000), the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such quarter or year, as the case may be, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $25,000,000), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in the performance and observance of any which payments on account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall and the Guarantors, if any, will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the on or before a date hereof, an Officers’ Certificate, stating that a review 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 fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 more than 90 days after the end of each fiscal year of the Company ending after the date hereof, a written statement signed by an executive officer (not in his individual capacity but as an officer of the Company) of the Company and each Guarantor’s Officers’ Certificate with respect to , if any, who shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and any such Guarantor, stating that as to compliance herewith, including whether or not, after a review of the activities of the Company during such Guarantor during the preceding fiscal year has been made under the supervision or such quarter and of the signing Officers Company’s and each Guarantor’s, if any, performance under this Indenture, to the best knowledge, based on such review, of the signer thereof, the Company and each Guarantor, if any have fulfilled all of their respective obligations and are in compliance with a view to determining whether such Guarantor has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture throughout such year or quarter, as the case may be, and, if there has been a Default specifying each Default and the nature and status thereof and any actions being taken by the Company and the Guarantors, if any, with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of thereto. (b) When any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to Securities of such series (ora claimed default, the Company and the Guarantors, if a default any, shall deliver to the Trustee by registered or certified mail or facsimile transmission followed by an originally executed copy of an Officers’ Certificate specifying such Default, Event of Default with respect to Securities of such series shall have occurred and be continuingDefault, describing all such defaults notice or Events of Default of which such Officer may have knowledge other action, the status thereof and what action such Guarantor is actions the Company and the Guarantors, if any, are taking or proposes propose to take with respect thereto), within five Business Days after the occurrence of such Default or Event of Default.

Statement by Officers as to Default. (a) The Company shall and the Guarantors will deliver to the Trustee, within on or before a date not more than 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificateand 60 days after the end of each fiscal quarter ending after the date hereof, stating that a written statement signed by two executive officers of the Company and the Guarantors, one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and the Guarantors, as to compliance herewith, including whether or not, after a review of the activities of the Company during the preceding fiscal such year has been made under the supervision or such quarter and of the signing Officers with a view Company's and each Guarantor's performance under this Indenture, to determining whether the best knowledge, based on such review, of the signers thereof, the Company has kept, observed, performed and each Guarantor have fulfilled its all of their respective obligations and are in compliance with all conditions and covenants under this Indenture throughout such year or quarter, as the case may be, and, if there has been a Default specifying each Default and the nature and status thereof and any actions being taken by the Company and the Guarantors with respect to the Securities of each series Outstanding and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of thereto. (b) When any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to Securities a claimed default, the Company and the Guarantors shall deliver to the Trustee by registered or certified mail or facsimile transmission followed by an originally executed copy of an Officers' Certificate specifying 122 such series (orDefault, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuingDefault, describing all such defaults notice or Events of Default of which such Officer may have knowledge other action, the status thereof and what action actions the Company is and the Guarantors are taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities within five Business Days after the occurrence of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default Default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge and what action such Guarantor is taking or proposes to take with respect thereto)Default.

Statement by Officers as to Default. (a) The Company shall Parent will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ CertificateCertificate signed by the principal executive officer, the principal financial officer or principal accounting officer stating that a review of the activities of the Company Parent and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Parent during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should Parent elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of Parent or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $50,000,000), the Issuers shall deliver to the Trustee by registered or certified mail or overnight delivery or PDF or other electronic transmission an Officers’ Certificate specifying such event, notice or other action within ten Business Days of any Officer becoming aware of the foregoing.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, officer's knowledge the Company has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series hereof (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer officer may have knowledge and what action the Company is taking or propose proposes to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledgeofficers' knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of (and premium, such Guarantor has keptif any) or interest, observedincluding Special Interest, performed and fulfilled its obligations under this Indenture with respect to if any, on the Securities of any series are prohibited or if such series and is not in default in the performance and observance of any event has occurred, a description of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge event and what action such Guarantor the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the financial statements delivered pursuant to Section 9.06 shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company has violated any provisions of Articles Seven or Nine of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, 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 or (ii) any event of default under any other mortgage, indenture or instrument as described in Section 4.01(6), an Officers' Certificate specifying such default, Event of Default or event of default and what action the Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company shall Issuers will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year year, an officer’s certificate signed by the principal executive officer, the principal accounting officer or the principal financial officer of each of the Company ending after the date hereof, an Officers’ Certificate, Issuers stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has they have kept, observed, performed and fulfilled its fulfilled, and have caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill their obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuers during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled its obligations under fulfilled, and has caused each of the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuers elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of the Issuers or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $50,000,000), the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of any Officer becoming aware of the foregoing.

Statement by Officers as to Default. (a) The Company shall and each Subsidiary Guarantor will deliver to the Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company or the Subsidiary Guarantor, as the case may be, during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such quarter or year, as the case may be, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10,000,000), the Company shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall and each Subsidiary Guarantor will deliver to the Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company or the Subsidiary Guarantor, as the case may be, during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such quarter or year, as the case may be, and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10,000,000), the Company shall deliver to the Trustee by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall Issuer will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, Certificate stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company Issuer during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in which payments on the performance and observance of any account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 10.07(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default or Event of Default has occurred and is continuing under this Indenture or any other document, instrument or agreement representing Indebtedness of the Issuer or any Guarantor, the Issuer shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of any Officer becoming aware of the foregoing.

Statement by Officers as to Default. (a) The Company shall will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and fulfilled fulfilled, 100 and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each such Officer officer signing such certificate, that that, to the best of such Officer’s actual his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default no Default or Event of Default with respect to Securities occurred during such year and at the date of such series (or, if a default certificate there is no Default or Event of Default with respect to Securities which has occurred and is continuing or, if such signers do know of such series Default or Event of Default, the certificate shall have occurred describe its status, with particularity and be continuingthat, describing all such defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual his or her knowledge, such Guarantor no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains by reason of such series and is not in default in the performance and observance of any which payments on account of the material terms, provisions and conditions principal of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orinterest, if any, on the Notes is prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor each is taking or proposes to take with respect thereto. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, notice or other action within five Business Days of its occurrence.

Statement by Officers as to Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers’ Certificate, ' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding Indenture, and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s actual knowledge, officer's knowledge the Company has kept, observed, performed and fulfilled its obligations under each and every covenant contained in this Indenture with respect to Securities of such series and is not in default in the performance and or observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series hereof (or, if a default Default or Event of Default with respect to Securities of such series shall have occurred and be continuingoccurred, describing all such defaults Defaults or Events of Default of which such Officer officer may have knowledge and what action the Company is taking or propose proposes to take with respect thereto). (b) So long as any Securities of a series to which Article XIV has been made applicable are Outstanding, each Guarantor with respect to Securities of such series Outstanding shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a Guarantor’s Officers’ Certificate with respect to such Guarantor, stating that a review of the activities of such Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture with respect to the Securities of such series and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, such Guarantor officers' knowledge no event has kept, observed, performed occurred and fulfilled its obligations under this Indenture with respect to Securities remains in existence by reason of such series and is not in default in the performance and observance of any which payments on account of the material terms, provisions principal of (and conditions of this Indenture with respect to Securities of such series, in each case, so as not to result in any default or Event of Default with respect to Securities of such series (orpremium, if any) or interest on the Securities are prohibited or if such event has occurred, a default or Event description of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of Default of which such Officer may have knowledge the event and what action such Guarantor the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the financial statements delivered pursuant to Section 9.08 shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company has violated any provisions of Articles Eight or Ten of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, 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 or (ii) any event of default under any other mortgage, indenture or instrument as described in Section 4.01(5), an Officers' Certificate specifying such default, Event of Default or event of default and what action the Company is taking or proposes to take with respect thereto.