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

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate 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 Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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)Section, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating, as to each such officer signing such certificate, that, that to the best of his or her knowledge, knowledge the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant contained in this Indenture and no is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default occurred during shall have occurred, describing all such year and at the date of such certificate there is no Default Defaults or Event Events of Default of which has occurred he or she may have knowledge and what action the Company is continuing or, if such signers do know of such Default taking or Event of Default, the certificate shall describe its status, proposes to take with particularity respect thereto) and that, that to the best of his or her knowledge, knowledge no event has occurred and remains in existence by reason of which payments on the account of the principal of or interest, if any, on the Notes Securities is prohibited or if such event has occurred, a description of the event and what action each the Company is taking or proposes to take with respect thereto. The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith and in any event within five days upon any officer becoming aware of any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate shall also notify the Trustee should specifying such Default or Event of Default and what action the Company elect is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will and the Guarantors will, except as otherwise provided in this Section 10.12, deliver to the Trustee Trustee, within 120 days after the end of each of their fiscal yearyears ending after the date hereof, an Officers’ Certificate 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 and its Restricted Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing officers officer with a view to determining whether it the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during or such preceding quarter or the preceding fiscal year, Guarantor (as the case may be, applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no is not in default in the performance or observance of any of the terms, provisions, conditions and covenants hereof (or, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company or Event of such Guarantor (as applicable) is taking or proposes to take with respect thereto). When any Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing orcontinuing, 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 signers do know event, notice or other action no later than five Business Days after the Company becomes aware of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event occurrence and what action each the Company 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 Notwithstanding any other provision of this Section 1008(a), such compliance shall be determined without regard to any period of grace 10.12 or requirement of notice under 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. ARTICLE V

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 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 should 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company and the Guarantors will deliver to the Trustee Trustee, within 120 days after the end of each of their fiscal yearyears ending after the date hereof, an Officers’ Certificate a written statement 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 and its Restricted Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing officers officer with a view to determining whether it the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during or such preceding quarter or the preceding fiscal year, Guarantor (as the case may be, applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company or such Guarantor (as applicable) is taking or proposes to take with respect thereto). The Officers’ Certificate shall also notify When any Default has occurred and is continuing, or if the Trustee should or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company elect or any Subsidiary gives any notice or takes any other action with respect to change a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the manner Notes) in which it fixes its fiscal year-end. For purposes the principal amount of this Section 1008(aless than $50,000,000), the Company will 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 compliance shall be determined without regard 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 any period of grace or requirement of notice under this Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Officer’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 Officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfill, its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfill, each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Defaultthat is continuing, the certificate shall describe its status, with particularity specify such Default and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect theretoevent. The Officers’ 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.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a written 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer Officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled in all material respects each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her Officers have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 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 $5 million), the Company will promptly notify the Trustee should 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Defaultthat is continuing, the certificate shall describe its status, with particularity specify such Default and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect theretoevent. 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.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate 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 its 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 it has they have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that, to the best of his or her knowledge, the Company Issuers during such preceding quarter or the preceding fiscal year, as the case may be, has year have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, status with particularity and shall state what action the Issuers are taking or propose to take in respect thereof and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should either or both of the Company Issuers elect to change the manner in which it fixes its either of them fix their fiscal year-year end. For purposes of this Section 1008(a1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under the Indenture during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, that the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such the year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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(a1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate 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 Subsidiaries of the Company gives any notice or takes any other action with respect to a claimed Default, the Company shall also notify the Trustee should of such Default, notice or action and shall 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 3 days after the Company elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries the Guarantors during the preceding fiscal year year, has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries the Guarantors to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries the Guarantors to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year fiscal year, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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(a10.05(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will and the Guarantors will, except as otherwise provided in this Section 10.12, deliver to the Trustee Trustee, within 120 days after the end of each of their fiscal yearyears ending after the date hereof, an Officers’ Certificate 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 and its Restricted Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing officers officer with a view to determining whether it the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during or such preceding quarter or the preceding fiscal year, Guarantor (as the case may be, applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no is not in default in the performance or observance of any of the terms, provisions, conditions and covenants hereof (or, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company or Event of such Guarantor (as applicable) is taking or proposes to take with respect thereto). When any Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing orcontinuing, 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 signers do know event, notice or other action no later than five Business Days after the Company becomes aware of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event occurrence and what action each the Company 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 Notwithstanding any other provision of this Section 1008(a), such compliance shall be determined without regard to any period of grace 10.12 or requirement of notice under 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. ARTICLE V

Statement by Officers as to Default. (a) The Company and the Guarantors, if any, will deliver to the Trustee within 120 Trustee, on or before a date not more than 90 days after the end of each fiscal yearyear of the Company ending after the date hereof, a written statement signed by an Officers’ Certificate stating that executive officer (not in his individual capacity but as an officer of the Company) of the Company and each Guarantor, if any, who 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 such year or such quarter 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 it has keptCompany’s and each Guarantor’s, observedif any, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations performance under this Indenture and further stating, as to each such officer signing such certificate, thatIndenture, to the best knowledge, based on such review, of his or her knowledgethe signer thereof, the Company during and each Guarantor, if any have fulfilled all of their respective obligations and are in compliance with all conditions and covenants under this Indenture throughout such preceding quarter year or the preceding fiscal yearquarter, as the case may be, and, if there has keptbeen a Default specifying each Default and the nature and status thereof and any actions being taken by the Company and the Guarantors, observedif any, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no with respect thereto. When any Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing orcontinuing, 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, the Company and the Guarantors, if 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 signers do know Default, Event of Default, notice or other action, the status thereof and what actions the Company and the Guarantors, if any, are taking or propose to take with respect thereto, within five Business Days after the occurrence of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Issuers during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, status with particularity and shall state what action the Issuers are taking or propose to take in respect thereof and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Company Issuers elect to change the manner in which it fixes its it fiscal year-year end. For purposes of this Section 1008(a1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year fiscal year, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company 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.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 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 $7,500,000), the Company will promptly notify the Trustee should 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of Mediacom LLC, an Officers’ Certificate 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 its 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 it has the Issuers have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill its fulfill, their respective obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that, to the best of his or her knowledge, the Company Issuers during such preceding quarter or the preceding fiscal year, as the case may be, has year have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill fulfill, each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, status with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and shall state what action each is the Issuers are taking or proposes propose to take with in respect theretothereof. The Officers’ Certificate shall also notify the Trustee should either or both of the Company Issuers elect to change the manner in which it fixes its either of them fix their fiscal year-year end. For purposes of this Section 1008(a1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Issuer will deliver to the Trustee Trustee, within 120 90 days after the end of each fiscal yearyear of the Issuer ending after the date hereof, an Officers’ Certificate a 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 with a view to determining whether it the Issuer has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, Issuer has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no is not in Default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Issuer is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 should of such Default, notice or action and will deliver to the Company elect 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 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the best knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 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 should of such 57 -54- 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company and the Guarantors will deliver to the Trustee Trustee, within 120 days after the end of each of their fiscal yearyears ending after the date hereof, an Officers’ Certificate a written statement 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 and its Restricted Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under un- der the supervision of the signing officers officer with a view to determining whether it the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during or such preceding quarter or the preceding fiscal year, Guarantor (as the case may be, applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company or such Guarantor (as applicable) is taking or proposes to take with respect thereto). The Officers’ Certificate shall also notify When any Default has occurred and is continuing, or if the Trustee should or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company elect or any Subsidiary gives any notice or takes any other action with respect to change a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the manner Notes) in which it fixes its fiscal year-end. For purposes the principal amount of this Section 1008(aless than $50,000,000), the Company will 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 compliance shall be determined without regard 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 any period of grace or requirement of notice under this Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee 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 yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 and its Restricted Subsidiaries during the preceding fiscal year quarter or year, as applicable, has been made under the supervision of the signing officers with a view to determining whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 should 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfill, each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes Securities is 90 prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Officer's Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-year end. For purposes of this Section 1008(a1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1021 (a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Holdings will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of Holdings ending after the date hereof, an Officers’ Certificate a written statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of Holdings, stating (i) that a review of the activities of the Company and its Restricted Subsidiaries Holdings during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it Holdings has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the best knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, Holdings has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each Holdings is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 Holdings or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default, Holdings will promptly notify the Trustee should of such Default, notice or action and will deliver to the Company elect 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 30 days after the occurrence thereof and what action Holdings is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (ag) The Company Issuers will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries the Guarantors during the preceding fiscal year year, has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries the Guarantors to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries the Guarantors to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year fiscal year, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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(a10.05(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee within 120 days after the end of each fiscal year, year of the Company an Officers’ ' Certificate stating that a review in the course of performance by the activities signers of their duties as such officers of the Company they would normally obtain knowledge of whether any default exists in the performance and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision observance of any of the signing officers with a view to determining terms, provisions and conditions of this Indenture and whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and Indenture. Such Certificate shall further statingstate, as to each such officer signing such certificate, thatCertificate, to the best of his or her knowledgethe knowledge of such officer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company during such preceding quarter or the preceding fiscal year, as the case may be, has year kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every covenant and obligation of the Company under this Indenture and (c) whether there was any default in the performance and observance of any of the terms, provisions or conditions of this Indenture during such covenant preceding fiscal year. If the officers signing the Certificate know of such a 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 the performance or observance of any covenant, agreement or condition contained in this Indenture and no Default Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and further stating what action each the Company has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate Any notice required to be given under this Section shall also notify be delivered to the Trustee should the Company elect to change the manner in which it fixes at 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 IndentureCorporate Trust Office.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, year of the Company an Officers’ ' Certificate stating that a review in the course of performance by the activities signers of their duties as such officers of the Company they would normally obtain knowledge of whether any default exists in the performance and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision observance of any of the signing officers with a view to determining terms, provisions and conditions of this Indenture and whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and Indenture. Such Officers' Certificate shall further statingstate, as to each such officer signing such certificate, thatCertificate, to the best knowledge of his or her knowledgesuch officer, as of the date of such Officers' Certificate, (a) whether any default under the Indenture exists, (b) whether the Company (as applicable) during such preceding quarter or the preceding fiscal year, as the case may be, has year kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every covenant and obligation of the Company under this Indenture and (c) whether there was any default in the performance and observance of any of the terms, provisions or conditions of this Indenture during such covenant preceding fiscal year. If the officer or officers signing the Officers' Certificate know of such a 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, promptly upon becoming aware of any default in the performance or observance of any covenant, agreement or condition contained in this Indenture and no Default Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and further stating what action each the Company has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate Any notice required to be given under this Section 10.6 shall also notify be delivered to the Trustee should the Company elect to change the manner in which it fixes at 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 IndentureCorporate Trust Office.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Parent will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate 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 Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Parent during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company Parent elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a)Section, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company and each Subsidiary Guarantor will deliver to the Trustee Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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(a1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1020(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate 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 its the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has they have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Issuers during such preceding quarter or the preceding fiscal year, as the case may be, has year have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, status with particularity and shall state what action the Issuers are taking or propose to take in respect thereof and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should either or both of the Company Issuers elect to change the manner in which it fixes its either of them fix their fiscal year-year end. For purposes of this Section 1008(a1016(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will shall ----------------------------------- deliver to the Trustee Trustee, within 120 45 days after the end of the first three fiscal quarters of the Company ending after the date hereof and 90 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 and its Restricted Subsidiaries during the preceding fiscal year quarter or year, as applicable, has been made under the supervision of the signing officers with a view to determining whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate 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 shall also promptly notify the Trustee should of such Default, notice or action and shall 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company Borrower will deliver to the Trustee Administrative Agent within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company Borrower 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture Agreement and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Borrower during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture Agreement and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes Loans is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee Administrative Agent should the Company Borrower elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a)9.6, such compliance shall be determined without regard to any period of grace or requirement of notice under this IndentureAgreement.

Statement by Officers as to Default. (a) The Company Issuer will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 1008(a10.07(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will Co-Issuers shall deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company Co-Issuers and its 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Co-Issuers during such preceding quarter or the preceding fiscal year, as the case may be, has have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company Co-Issuers elect to change the manner in which it fixes its they fix their fiscal year-end. For purposes of this Section 1008(a)5.08, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company and each Subsidiary Guarantor will deliver to the Trustee Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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.

Statement by Officers as to Default. (a) The Company Telemundo Holdings will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of Telemundo Holdings ending after the date hereof, an Officers’ Certificate a written statement signed by the chairman or a chief executive officer, the principal financial officer or principal accounting officer of Telemundo Holdings, stating (i) that a review of the activities of the Company and its Restricted Subsidiaries Telemundo Holdings during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it Telemundo Holdings has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the best knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, Telemundo Holdings has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each Telemundo Holdings is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 Telemundo Holdings or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default, Telemundo Holdings will promptly notify the Trustee should of such Default, notice or action and will deliver to the Company elect 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 30 days after the occurrence thereof and what action Telemundo Holdings is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and further statingthe Escrow Agreement, as and (ii) that, to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred Escrow Agreement and is continuing not in default in the performance or observance of any of the terms, provisions, conditions and covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 should 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, interest on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ 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.

Statement by Officers as to Default. (a) The Company and the Guarantors will deliver to the Trustee Trustee, within 120 days after the end of each of their fiscal yearyears ending after the date hereof, an Officers’ Certificate a written statement 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 and its Restricted Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing officers officer with a view to determining whether it the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during or such preceding quarter or the preceding fiscal year, Guarantor (as the case may be, applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company or such Guarantor (as applicable) is taking or proposes to take with respect thereto). The Officers’ Certificate shall also notify When any Default has occurred and is continuing, or if the Trustee should or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company elect or any Subsidiary gives any notice or takes any other action with respect to change a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the manner Notes) in which it fixes its fiscal year-end. For purposes the principal amount of this Section 1008(aless than $50,000,000), the Company will 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 compliance shall be determined without regard 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 any period of grace or requirement of notice under this Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee within 120 days after the end of each fiscal year, year of the Company an Officers’ ' Certificate stating that a review in the course of performance by the activities signers of their 111 124 duties as such officers of the Company they would normally obtain knowledge of whether any default exists in the performance and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision observance of any of the signing officers with a view to determining terms, provisions and conditions of this Indenture and whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and Indenture. Such Certificate shall further statingstate, as to each such officer signing such certificate, thatCertificate, to the best of his or her knowledgethe knowledge of such officer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company during such preceding quarter or the preceding fiscal year, as the case may be, has year kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every covenant and obligation of the Company under this Indenture and (c) whether there was any default in the performance and observance of any of the terms, provisions or conditions of this Indenture during such covenant preceding fiscal year. If the officers signing the Certificate know of such a 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 the performance or observance of any covenant, agreement or condition contained in this Indenture and no Default Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and further stating what action each the Company has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate Any notice required to be given under this Section 10.7 shall also notify be delivered to the Trustee should the Company elect to change the manner in which it fixes at 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 IndentureCorporate Trust Office.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company Issuers and its Restricted Subsidiaries the Guarantors during the preceding fiscal year year, has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries the Guarantors to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries the Guarantors to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year fiscal year, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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(a1005(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company and the Guarantors will deliver to the Trustee Trustee, within 120 days after the end of each of their fiscal yearyears ending after the date hereof, an Officers’ Certificate a written statement 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 and its Restricted Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing officers officer with a view to determining whether it the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during or such preceding quarter or the preceding fiscal year, Guarantor (as the case may be, applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company or such Guarantor (as applicable) is taking or proposes to take with respect thereto). The Officers’ Certificate shall also notify When any Default has occurred and is continuing, or if the Trustee should or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company elect or any Subsidiary gives any notice or takes any other action with respect to change a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the manner Notes) in which it fixes its fiscal year-end. For purposes the principal amount of this Section 1008(aless than $50,000,000), the Company will 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 compliance shall be determined without regard 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 any period of grace or requirement of notice under this Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company and each Subsidiary Guarantor will deliver to the Trustee Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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(a1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities year of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision an Officers' Certificate in which one of the two officers signing such certificate is either the principal executive officer, principal financial officer or principal accounting officer at the Company stating that in the course of performance by the signers of their duties as such officers with a view to determining of the Company they would normally obtain knowledge of whether it any default exists in the performance and observance of any of the terms, provisions and conditions of this Indenture and whether the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and Indenture. Such Officers' Certificate shall further statingstate, as to each such officer signing such certificate, thatOfficers' Certificate, to the best of his or her knowledgethe knowledge of such officer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company (as applicable) during such preceding quarter or the preceding fiscal year, as the case may be, has year kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and obligation of the Company under this Indenture and (c) whether there was any default in the performance and observance of any of The Company will deliver to the Trustee, forthwith upon becoming aware of any default in the performance or observance of any covenant, agreement or condition contained in this Indenture and no Default Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and further stating what action each the Company has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate Any notice required to be given under this Section 5.7 shall also notify be delivered to the Trustee should the Company elect to change the manner in which it fixes at 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 IndentureCorporate Trust Office.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and further statingthe Escrow Agreement, as and (ii) that, to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred Escrow Agreement and is continuing not in default in the performance or observance of any of the terms, provisions, conditions and covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 should 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ ' Certificate stating (a) that a review in the course of performing by the signers duties as such officers of the activities Company, they would normally obtain knowledge of (i) whether or not any Default exists in the performance and observation of any terms, provisions and conditions of this Indenture and (ii) whether or not the Company has otherwise kept, observed, performed and fulfilled its obligations under this Indenture in all material respects; (b) to the knowledge of such officers, as of the date of such Officers' Certificate, (i) whether or not any Default exists, (ii) whether or not 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 it has kept, observed, performed and fulfilled, in all material respects, each and has caused each every covenant and obligation of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations the Company under this Indenture Indenture; and further stating, as to each such officer signing such certificate, that, to (c) whether or not there was any Default in the best of his or her knowledge, performance and observance by the Company of any of the terms, provisions or conditions of this Indenture during such preceding quarter fiscal year. If the officers signing the Officers' Certificate know of such a Default, whether then existing or the occurring during such preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of Officers' Certificate shall describe such Default or Event of Default, the certificate shall describe and its status, status with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect theretoparticularity. The Officers’ Certificate Company shall also promptly notify the Trustee should if the Company elect to change Company's fiscal year is changed so that the manner in which it fixes its end thereof is on any date other than the then current fiscal year-endyear end date. For purposes of this Section 1008(a)6.20, such compliance shall be determined without regard to any period of grace granted by the Trustee or requirement of notice under this Indenture. Notwithstanding the foregoing, the Company will deliver to the Trustee, within fifteen Business Days after becoming aware of any Default or Event of Default, an Officers' Certificate specifying with particularity such Default or Event of Default and further stating what action the Company has taken or is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year, year of the Company an Officers’ ' Certificate stating that a review in the course of performance by the activities signers of their duties as such officers of the Company they would normally obtain knowledge of whether any default exists in the performance and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision observance of any of the signing officers with a view to determining terms, provisions and conditions of this Indenture and whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and Indenture. Such Officers' Certificate shall further statingstate, as to each such officer signing such certificate, thatCertificate, to the best of his or her knowledgethe knowledge of such officer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company (as applicable) during such preceding quarter or the preceding fiscal year, as the case may be, has year kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every covenant and obligation of the Company under this Indenture and (c) whether there was any default in the performance and observance of any of the terms, provisions or conditions of this Indenture during such covenant preceding fiscal year. If the officer or officers signing the Officers' Certificate know of such a 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 the performance or observance of any covenant, agreement or condition contained in this Indenture and no Default Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and further stating what action each the Company has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate Any notice required to be given under this Section 10.5 shall also notify be delivered to the Trustee should the Company elect to change the manner in which it fixes at 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 IndentureCorporate Trust Office.

Statement by Officers as to Default. (ai) The Company Issuer will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company 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.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 Officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfill, its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfill, each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Defaultthat is continuing, the certificate shall describe its status, with particularity specify such Default and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect theretoevent. 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.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a written 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 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 it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and, if in effect during any portion of such fiscal year, the Escrow Agreement, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default or Event of Default occurred during such year and at and, if applicable, the date of such certificate there is no Default or Event of Default which has occurred Escrow Agreement and is continuing not in default in the performance or observance of any of the terms, provisions, conditions and covenants hereof or thereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 should 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, 100 and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company and each Subsidiary Debenture Guarantor will deliver to the Trustee Debenture Trustee, within 45 days after the end of each fiscal quarter and within 120 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes Exchange Debentures is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The 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 1008(a1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Exchange Indenture.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate officer’s certificate signed by the principal executive officer, the principal accounting officer or the principal financial officer of each of the 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 with a view to determining whether it has they have kept, observed, performed and fulfilled, and has have caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill its their obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Issuers during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled, and has caused each of its the Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company 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.

Statement by Officers as to Default. (a) The Company Holdings will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Holdings during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Discount Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Company Holdings elect to change the manner in which it fixes its fiscal year-year end. For purposes of this Section 1008(a1019(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Issuer will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company Issuer during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the New Discount Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year-year end. For purposes of this Section 1008(a1019(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company Issuer will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Company 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.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee Trustee, within 120 days after the end of each fiscal year, an Officers’ ' 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, year has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfill, each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and what action 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-year end. For purposes of this Section 1008(a1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Statement by Officers as to Default. (a) The Company will and the Guarantors wi11, except as otherwise provided in this Section 10.12, deliver to the Trustee Trustee. within 120 days after the end of each of their fiscal yearyears ending after the date hereof, an Officers’ Certificate 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 and its Restricted Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing officers officer with a view to determining whether it the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during or such preceding quarter or the preceding fiscal year, Guarantor (as the case may be, applicable) has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no is not in default in the performance or observance of any of the terms, provisions, conditions and covenants hereof (or, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company or Event of such Guarantor (as applicable) is taking or proposes to take with respect thereto). When any Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing orcontinuing, 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 signers do know event, notice or other action no later than five Business Days after the Company becomes aware of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event occurrence and what action each the Company 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 Notwithstanding any other provision of this Section 1008(a), such compliance shall be determined without regard to any period of grace 10.12 or requirement of notice under 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. ARTICLE V

Statement by Officers as to Default. (a) The Company Issuers will deliver to the Second-Priority Trustee within 120 days after the end of each fiscal year, an Officers’ 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 with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Second-Priority Indenture and further stating, as to each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Second-Priority Indenture and no Default or Event of Default occurred during such year fiscal year, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Second-Priority Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Second-Priority Trustee should the Company 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.

Statement by Officers as to Default. (a) The Company Issuer will deliver to the Trustee Trustee, within 120 90 days after the end of each fiscal yearyear of the Issuer ending after the date hereof, an Officers’ Certificate a 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 with a view to determining whether it the Issuer has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, Issuer has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no is not in Default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Issuer is taking or proposes to take with respect thereto). The Officers’ Certificate shall also 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 should of such Default, notice or action and will deliver to the Company elect 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 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee Trustee, within 120 45 days after the end of the first three fiscal quarters of the Company ending after the date hereof and 90 days after the end of each fiscal yearyear of the Company ending after the date hereof, an Officers’ Certificate a 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 and its Restricted Subsidiaries during the preceding fiscal year quarter or year, as applicable, has been made under the supervision of the signing officers with a view to determining whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture Indenture, and further stating(ii) that, as to the knowledge of each such officer signing such certificate, that, to the best of 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, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every such covenant and condition contained in this Indenture and no Default is not in default in the performance or Event observance of Default occurred during such year any of the terms, provisions, conditions and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing covenants hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of which such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her officers may have knowledge, no event has occurred and 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 event has occurred, a description of the event their status and what action each the Company is taking or proposes to take with respect thereto). The Officers’ Certificate 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 shall also promptly notify the Trustee should of such Default, notice or action and shall 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 elect becomes aware of such occurrence and what action the Company is taking or proposes 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 Indenturetake with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee within 120 days after the end of each fiscal year, year of the Company an Officers’ ' Certificate stating that a review in the course of performance by the activities signers of their duties as such officers of the Company they would normally obtain knowledge of whether any default exists in the performance and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision observance of any of the signing officers with a view to determining terms, provisions and conditions of this Indenture and whether it the Company has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled its obligations under this Indenture and Indenture. Such Certificate shall further statingstate, as to each such officer signing such certificate, thatCertificate, to the best of his or her knowledgethe knowledge of such officer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company during such preceding quarter or the preceding fiscal year, as the case may be, has year kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill fulfilled each and every covenant and obligation of the Company under this Indenture and (c) whether there was any default in the performance and observance of any of the terms, provisions or conditions of this Indenture during such covenant preceding fiscal year. If the officers signing the Certificate know of such a 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 the performance or observance of any covenant, agreement or condition contained in this Indenture and no Default Indenture, or any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and 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 event has occurred, a description of the event and further stating what action each the Company has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate Any notice required to be given under this Section 1008 shall also notify be delivered to the Trustee should the Company elect to change the manner in which it fixes at its fiscal year-endCorporate Trust Office. 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.ARTICLE ELEVEN