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

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision of such officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Default.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 100 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers' ’ Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer’s knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers’ Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.5(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are Notes is outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers’ Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate 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 subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in defaulttaking or proposes to take with respect thereto). When any Default under this Indenture has occurred and is continuing, specifying all such defaults and or if the nature and status thereof Trustee or any Holder or the trustee for or the holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $1.0 million), the Company will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate 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 subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in defaulttaking or proposes to take with respect thereto). When any Default under this Indenture has occurred and is continuing, specifying all such defaults and or if the nature and status thereof Trustee or any Holder or the trustee for or the holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $1.0 million), the Company will promptly notify the Trustee of such 57 -54- Default, notice or action and will deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes 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 of the Company ending after the date hereofyear, an Officers' Certificate stating that a review has been conducted of the activities of the Company and its subsidiaries 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 such the signing officers with a view to determining whether the Company has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate thatcertificate, to the best of such officers' knowledge, that the Company during the preceding fiscal year has kept, observed, performed and fulfilled 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 the year and at the date of such certificate there is not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions what action each is taking or proposes to take with respect thereto. For purposes of this Indenture (Section 1007(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) andWhen any Default or Event of Default has occurred and is continuing under this Indenture, or if the Company is in default, specifying all such defaults and trustee for or the nature and status thereof holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $10,000,000), the Company shall deliver to the Trustee forthwith upon becoming aware of (i) by registered or certified mail or by telegram, telex or facsimile transmission an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein Officers' Certificate specifying such default or Event of Defaultevent, notice or other action within five Business Days of such default or Event of Defaultits occurrence.

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 of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture 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 fiscal 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 occurred during such year and at the date of such certificate there is not in default in no Default which has occurred and is continuing or, if such signers do know of such Default that is continuing, the performance certificate shall specify such Default and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the terms, provisions and conditions principal of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) andinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. (b) When any Default has occurred and is in defaultcontinuing under this Indenture, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon an Officers’ Certificate specifying such event, notice or other action within five Business Days of becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate 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 subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in defaulttaking or proposes to take with respect thereto). When any Default under this Indenture has occurred and is continuing, specifying all such defaults and or if the nature and status thereof Trustee or any Holder or the trustee for or the holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany 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 of such Default, notice or action and will deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. The Company will shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate 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 subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in defaulttaking or proposes to take with respect thereto). When any Default has occurred and is continuing, specifying all such defaults and or if the nature and status thereof Trustee or any Holder or the trustee for or the holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany or any Restricted Subsidiaries of the Company gives any notice or takes any other action with respect to a claimed Default, the Company shall notify the Trustee of such Default, notice or action and shall deliver to the Trustee forthwith upon becoming 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 becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee, within 120 90 days after the end of each fiscal year year, and within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the Company ending after the date hereof, an Officers' Certificate Officer’s Certificate, stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision of such officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, or not to the best knowledge of such officers' knowledge, the signers thereof the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is shall be in default, specifying all such defaults and the nature and status thereof of which such officer they may have knowledge. . (b) The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon becoming Trustee, as soon as possible and in any event within 10 days after the Company becomes aware of (i) the occurrence of an Event of Default or default in an event which, with notice or the performance lapse of a covenant time or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or both, would constitute an Event of Default, notice an Officer’s Certificate setting forth the details of such default or Event of DefaultDefault or default, and the action which the Company proposes to take with respect thereto. (c) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year a written statement by the Company’s independent public accountants stating (A) that their audit examination has included a review of the terms of this Indenture, all indentures supplemental hereto and the Securities as they relate to accounting matters, and (B) whether, in connection with their audit examination, any event which, with notice or the lapse of time or both, would constitute an Event of Default has come to their attention and, if such a default has come to their attention, specifying the nature and period of the existence thereof.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofhereof so long as any Security is outstanding hereunder, an Officers' Certificate ’ Certificate, complying with Section 314(a)(4) of the Trust Indenture Act and stating that a review of the activities of the Company during such year and its subsidiaries during the preceding fiscal year of performance under this Indenture has been made under the supervision of such officers with a view to determining the signers thereof and whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, or not to the best of their knowledge, based upon such officers' knowledgereview, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and performance, observance or fulfillment of any of its covenants and other obligations under this Indenture, and if the termsCompany shall be in default, provisions specifying each such default known to them and conditions the nature and status thereof. One of the officers signing the Officers’ Certificate delivered pursuant to this Section 10.05 shall be the principal executive, financial or accounting officer of the Company. For purposes of the above paragraph of this Indenture (Section 10.05, such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledgeunder this Indenture. The Company willshall, so long as Securities of any of the Securities series are outstandingOutstanding, deliver to the Trustee forthwith upon Trustee, as soon as practicable, but in no event more than five Business Days, after any officer of the Company becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein under this Indenture, an Officers’ Certificate specifying such default Default or Event of Default, notice of such default Default and what action the Company is taking or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 100 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' ’ Certificate stating that a review of the activities of the Company and and, if applicable, its subsidiaries Restricted Subsidiaries, during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer’s knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers’ Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.5(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are is outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers’ Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. The (i) Company will shall deliver to the TrusteePaying Agent for distribution to Lenders, within 120 days after the end of each fiscal year of the Company ending after the date hereofFiscal Year, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Agreement, and stating further stating, as to each such officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, the officer's knowledge Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Agreement and is not in default in the performance and or observance of any of the terms, provisions and conditions of this Indenture hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if the Company is in defaulta Potential Event of Default or Event of Default shall have occurred, specifying describing all such defaults and the nature and status thereof Potential Events of Default or Events of Default of which such officer may have knowledge. The knowledge and what action Company willis taking or proposes to take with respect thereto) and that to the best of such officers' knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of (and premium, if any) or interest, if any, on the Loans are prohibited or if such event has occurred, a description of the event and what action Company is taking or proposes to take with respect thereto. (ii) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the financial statements delivered pursuant to subsection 5.1A shall be accompanied by a written statement of Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to Paying Agent) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that Company has violated any provisions of subsection 2.4B or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (iii) Company shall, so long as any of the Securities Obligations are outstanding, deliver to the Trustee Paying Agent for distribution to Lenders, forthwith upon any officer becoming aware of (ia) an any Potential Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default or (b) any event of the type provided for herein default under any other mortgage, indenture or instrument as described in subsection 7.2, an Officers' Certificate specifying such default or Potential Event of Default, notice of such default or Event of DefaultDefault or event of default and what action Company is taking or proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto). Such Officers’ Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any Securities of the Securities any series are outstandingOutstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an any Default or Event of Default or default in the performance of a covenant or any covenant, agreement or condition contained in this Indenture or (ii) any default Indenture, an Officers’ Certificate specifying such Default or Event of Default and what action the Company proposes to take with respect thereto within 10 days of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

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 of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer's knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are is outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. The Company will Issuer will, within 120 days after the close of each fiscal year, commencing with the first fiscal year ending after the issuance of Securities of any series under this Indenture, file with the Trustee a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, covering the period from the date of issuance of such Securities to the end of the fiscal year in which such Securities were issued, in the case of the first such certificate, and covering the preceding fiscal year in the case of each subsequent certificate, and stating whether or not, to the knowledge of the signer, the Issuer has complied with all conditions and covenants on its part contained in this Indenture, and, if the signer has obtained knowledge of any default by the Issuer in the performance, observance or fulfillment of any such condition or covenant, specifying each such default and the nature thereof. The Issuer shall, so long as any Securities are Outstanding, deliver to the Trustee, within 120 30 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision of such officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event the occurrence of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice an Officers’ Certificate setting forth the details of such default or Event of DefaultDefault and the action which the Issuer proposes to take with respect thereto. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of a series then Outstanding. For the purpose of this Section 10.08, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled 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 not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions 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 Indenture (Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultIndenture.

Statement by Officers as to Default. The Company will shall ----------------------------------- deliver to the 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 year 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 subsidiaries during the preceding fiscal year quarter or year, as applicable, has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default, specifying all the Company shall promptly notify the Trustee of such defaults Default, notice or action and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. The Company will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate 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 a review in the course of performance by the activities signers of their duties as such officers of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision they would normally obtain knowledge of such officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in any default exists in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if and whether the Company is in defaulthas kept, specifying all such defaults observed, performed and the nature and status thereof of which fulfilled its obligations under this Indenture. Such Officers' Certificate shall further state, as to each such officer may have knowledge. signing such Officers' Certificate, to the best of the 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 the preceding fiscal year kept, observed, performed and 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 Company will, so long as any of the Securities are outstanding, will deliver to the Trustee Trustee, forthwith upon becoming aware of (i) an Event of Default or any default in the performance or observance of a covenant or any covenant, agreement or condition contained in this Indenture Indenture, or (ii) any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default of and further stating what action the type provided for herein specifying such default Company has taken, is taking or Event of Default, proposes to take with respect thereto. Any notice of such default or Event of Defaultrequired to be given under this Section 5.7 shall be delivered to the Trustee at its Corporate Trust Office.

Statement by Officers as to Default. (a) The Company Issuer will deliver to the Trustee, within 120 90 days after the end of each fiscal year year, and within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the Company Issuer ending after the date hereof, an Officers' Certificate Officer’s Certificate, stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision of such officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, or not to the best knowledge of such officers' knowledge, the signers thereof the Issuer or the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Issuer or the Company is shall be in default, specifying all such defaults and the nature and status thereof of which such officer they may have knowledge. . (b) The Company will, so long as any of the Securities are outstanding, Issuer shall deliver to the Trustee forthwith upon becoming Trustee, as soon as possible and in any event within 10 days after the Issuer becomes aware of (i) the occurrence of an Event of Default or default in an event which, with notice or the performance lapse of a covenant time or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or both, would constitute an Event of Default, notice an Officer’s Certificate setting forth the details of such default or Event of DefaultDefault or default, and the action which the Issuer or the Company (as applicable) proposes to take with respect thereto. (c) The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year a written statement by the Company’s independent public accountants stating (A) that their audit examination has included a review of the terms of this Indenture, all indentures supplemental hereto and the Securities as they relate to accounting matters, and (B) whether, in connection with their audit examination, any event which, with notice or the lapse of time or both, would constitute an Event of Default has come to their attention and, if such a default has come to their attention, specifying the nature and period of the existence thereof.

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 of the Company ending after the date hereofCompany, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions and conditions of this Indenture hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if the Company is in defaulta Default or Event of Default shall have occurred, specifying describing all such defaults and the nature and status thereof Defaults or Events of Default of which such officer may have knowledge. knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officers' knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of (and premium, if any) or interest, if any, on the Securities are prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or equivalent authoritative body, the financial statements delivered pursuant to Section 6.03 hereof shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company has violated any provisions of Article 9 of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company willshall, so long as any of the Securities are outstandingOutstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of (i) an any Default or Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any event of default under any other mortgage, indenture or instrument as described in Section 4.01(f) hereof, an Officers' Certificate specifying such Default, Event of Default or event of default and what action the type provided for herein specifying such default Company is taking or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company and within 45 days of the end of each of the first, second and third quarters of each fiscal year of the Company, in each case ending after the date hereof, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each and every covenant contained in this Indenture and such Officer signing such certificate, that to the best of his knowledge the Company is not in default Default in the performance and or observance of any of the terms, provisions and conditions hereof or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge and that to the best of his knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities are prohibited or if such event has occurred, a description of the event. Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willand any Subsidiary Guarantors shall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of Default.Default and what action the Company or any Subsidiary Guarantor proposes to take with respect

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 100 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer's knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.7(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are is outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

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

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company and within 45 days of the end of each of the first, second and third quarters of each fiscal year of the Company, in each case ending after the date hereof, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each and every covenant contained in this Indenture and such Officer signing such certificate, that to the best of his knowledge the Company is not in default Default in the performance and or observance of any of the terms, provisions and conditions hereof or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge and that to the best of his knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities are prohibited or if such event has occurred, a description of the event. Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (83 Section 9.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willand any Subsidiary Guarantors shall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto within 10 days after its becoming aware of the occurrence of such default Default or Event of Default.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 100 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer's knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are is outstanding, . deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. a) The Company will shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' ’ Certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company it has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture and stating further stating, as to each such officer Officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is not in default in no Default which has occurred and is continuing or, if such signers do know of such Default that is continuing, the performance certificate shall specify such Default and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the terms, provisions and conditions principal of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) andinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. b) When any Default has occurred and is in defaultcontinuing under this Indenture, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon an Officers’ Certificate specifying such event, notice or other action, and any actions that have been taken to cure such Default, within five Business Days of becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

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 of the Company ending after and within 45 days of the date hereofend of each of the first, an Officers' Certificate second and third quarters of each fiscal year of the Company, a written certificate signed by a principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Person with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Person signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Person's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Person's knowledge, describing all such Defaults or Events of Default of which such Person may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such written statement shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are outstandingis Outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its 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 not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions 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 Indenture (Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultIndenture.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto). Such Officers’ Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are outstandingOutstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an any Default or Event of Default or default in the performance of a covenant or any covenant, agreement or condition contained in this Indenture or (ii) any default Indenture, an Officers’ Certificate specifying such Default or Event of Default and what action the Company proposes to take with respect thereto within 10 days of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. The (a) Beginning with the fiscal year ending December 31, 2018, the Company will shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture 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 fiscal 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 occurred during such year and at the date of such certificate there is not in default in no Default which has occurred and is continuing or, if such signers do know of such Default that is continuing, the performance certificate shall specify such Default and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the terms, provisions and conditions principal of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) andinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. (b) When any Default has occurred and is in defaultcontinuing under this Indenture, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon and the Collateral Agent an Officers’ Certificate specifying such event, notice or other action within five Business Days of becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

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 of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer's knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are Senior Notes is outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the The Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willSubsidiary Guarantors shall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an any Default or Event of Default or default in the performance of a covenant or any covenant, agreement or condition contained in this Indenture or (ii) any default Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto within 10 days of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. The Company will shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate stating that a review in the course of performance by the activities signers of their 111 124 duties as such officers of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision they would normally obtain knowledge of such officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in any default exists in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if and whether the Company is has kept, observed, performed and fulfilled its obligations under this Indenture. Such Certificate shall further state, as to each such officer signing such Certificate, to the best of the knowledge of such officer, as of the date of such Officers' Certificate, (a) whether any such default exists, (b) whether the Company during the preceding fiscal year kept, observed, performed and 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 preceding fiscal year. If the officers signing the Certificate know of such a default, specifying all whether then existing or occurring during such defaults preceding fiscal year, the Officers' Certificate shall describe such default and the nature and its status thereof of which such officer may have knowledgewith particularity. The Company will, shall also promptly notify the Trustee if the Company's fiscal year is changed so long as that the end thereof is on any of date other than the Securities are outstanding, then current fiscal year end date. The Company will deliver to the Trustee Trustee, forthwith upon becoming aware of (i) an Event of Default or any default in the performance or observance of a covenant or any covenant, agreement or condition contained in this Indenture Indenture, or (ii) any Event of Default, an Officers' Certificate specifying with particularity such default or Event of Default of and further stating what action the type provided for herein specifying such default Company has taken, is taking or Event of Default, proposes to take with respect thereto. Any notice of such default or Event of Defaultrequired to be given under this Section 10.7 shall be delivered to the Trustee at its Corporate Trust Office.

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 of the Company ending after the date hereofyear, an Officers' ’ Certificate from the principal executive officer, principal financial officer or principle accounting officer stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture 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 fiscal 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 occurred during such year and at the date of such certificate there is not in default in no Default which has occurred and is continuing or, if such signers do know of such Default that is continuing, the performance certificate shall specify such Default and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the terms, provisions and conditions principal of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) andinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. (b) When any Default has occurred and is in defaultcontinuing under this Indenture, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon an Officers’ Certificate specifying such event, notice or other action within five Business Days of becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. The (a) Beginning with the fiscal year ending December 31, 2016, the Company will shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture 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 fiscal 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 occurred during such year and at the date of such certificate there is not in default in no Default which has occurred and is continuing or, if such signers do know of such Default that is continuing, the performance certificate shall specify such Default and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the terms, provisions and conditions principal of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) andinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event. The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. (b) When any Default has occurred and is in defaultcontinuing under this Indenture, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon and the Collateral Agent an Officers’ Certificate specifying such event, notice or other action within five Business Days of becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 100 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Supplemental Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Supplemental Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer's knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 6.5(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Supplemental Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are is outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 100 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and and, if applicable, its subsidiaries Restricted Subsidiaries, during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Officer's knowledge, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.7(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are is outstanding, deliver to the Trustee forthwith Trustee, upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto, within 10 days of its occurrence.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred, describing all such -75- 81 Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein an Officers' Certificate specifying such default Default or Event of Default, notice of such default or Event of DefaultDefault and what action the Company proposes to take with respect thereto.

Statement by Officers as to Default. The Company will shall deliver to the 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 year 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 subsidiaries during the preceding fiscal year quarter or year, as applicable, has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default, specifying all the Company shall promptly notify the Trustee of such defaults Default, notice or action and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred and be continuing, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the The Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willSubsidiary Guarantors shall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an any Default or Event of Default or default in the performance of a covenant or any covenant, agreement or condition contained in this Indenture or (ii) any default Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto within 10 days of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate stating that a review (one of the activities signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the best knowledge of the signers thereof the Company and its subsidiaries is, or was during the preceding fiscal year has been made under the supervision of such officers with a view to determining whether the Company has keptyear, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is shall be or shall have been in default, specifying all such defaults and the nature and status thereof of which such officer they may have knowledge. The . (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company willor any Subsidiary gives notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than 5% of the Company's Consolidated Net Worth at the quarter end preceding the giving of such notice or taking of such action with respect to a claimed default), so long as or if the Company fails to comply with any of its Regulatory Capital Requirements, the Securities are outstanding, Company shall deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default by registered or default in the performance of a covenant certified mail, or agreement or condition contained in this Indenture or (ii) any default or Event of Default by facsimile transmission, confirmed by delivery of the type provided for herein original, an Officers' Certificate specifying such default or Event of Defaultevent, notice or other action within five Business Days of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled 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 not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions 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 Indenture (Section 1020(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) andWhen any Default has occurred and is continuing under this Indenture, or if the Company is in default, specifying all such defaults and trustee for or the nature and status thereof holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany or any Significant Subsidiary gives any notice or takes any other action with respect to a claimed Default (other than with respect to Indebtedness in the principal amount of less than $10 million), the Company shall deliver to the Trustee forthwith upon becoming aware of (i) by registered or certified mail or facsimile transmission an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein Officers' Certificate specifying such default or Event of Defaultevent, notice or other action within five Business Days of such default or Event of Defaultits occurrence.

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 of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any of its Officers becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein an Officers' Certificate specifying such default Default or Event of Default, notice of such default or Event of DefaultDefault and what action the Company proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company and RMI will deliver to the Trustee, within 120 on or before a date not more than 45 days after the end of each fiscal quarter and not more than 90 days after the end of each fiscal year of the Company and RMI ending after the date hereof, an Officers' Certificate a written statement signed by two executive officers of each of the Company and RMI, one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and RMI, as applicable, stating that whether or not, after a review of the activities of the Company and its subsidiaries RMI during such year or such quarter and of the preceding fiscal year has been made under the supervision of such officers with a view to determining whether the Company has kept, performed, fulfilled Company's and observed its obligations RMI's performance under this Indenture and stating as to each such officer signing such Officers' Certificate thatIndenture, to the best of such officers' knowledge, based on such review, of the signers thereof, each of the Company and RMI has kept, observed, performed fulfilled all its respective obligations and fulfilled each is in compliance with all conditions and every covenant contained in covenants under this Indenture and is not in default in throughout such year or quarter, as the performance and observance of any of the termscase may be, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in defaultthere has been a Default, specifying all such defaults each Default and the nature and status thereof thereof. (b) When any Default or Event of which such officer may have knowledge. The Company willDefault has occurred and is continuing, so long as or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Securities are outstandingCompany or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default, the Company shall deliver to the Trustee forthwith upon becoming aware of (i) by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein Officers' Certificate specifying such default or Default, Event of Default, notice or other action, the status thereof and what action the Company is taking or proposes to take with respect thereto, within five Business Days of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate 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 subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in defaulttaking or proposes to take with respect thereto). When any Default has occurred and is continuing, specifying all such defaults and or if the nature and status thereof Trustee or any Holder or the trustee for or the holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $________), the Company will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year Fiscal Year of the Company ending after the date hereof, an Officers' Certificate of the Company signed by the chairman or a chief executive officer of the Company, 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 subsidiaries during the preceding fiscal year Fiscal Year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in defaulttaking or proposes to take with respect thereto). (b) When any Default has occurred and is continuing, specifying all such defaults and or if the nature and status thereof Trustee or any Holder or the trustee for or the holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany 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 an aggregate principal amount of less than US$5,000,000 (or, if non-U.S. dollar denominated, the U.S. Dollar Equivalent thereof)), the Company shall promptly notify the Trustee of such Default, notice or action and shall deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, telex or facsimile transmission an Officers' Certificate specifying such event, notice or other action within ten Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

Statement by Officers as to Default. The Company Borrower will deliver to the Trustee, Administrative Agent within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company Borrower and its subsidiaries Restricted Subsidiaries during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture Agreement and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' 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 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 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 not in default in continuing or, if such signers do know of such Default or Event of Default, the performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Loans is prohibited or if such event has occurred, a description of the event and conditions what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Administrative Agent should the Borrower elect to change the manner in which it fixes its fiscal year-end. For purposes of this Indenture (Section 9.6, such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultAgreement.

Statement by Officers as to Default. The Company will shall deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofCompany, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill, its obligations under this Indenture 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 fiscal 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 occurred during such year and at the date of such certificate there is not in default in no Default which has occurred and is continuing or, if such signers do know of such Default that is continuing, the performance certificate shall describe such Default and observance what action each is taking or proposes to take with respect thereto and that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions and conditions if any, on the Notes is prohibited or if such event has occurred, a description of the event. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end. For purposes of this Indenture (Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultIndenture.

Statement by Officers as to Default. (a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate stating that a review (one of the activities signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the best knowledge of the signers thereof the Company and its subsidiaries is, or was during the preceding fiscal year has been made under the supervision of such officers with a view to determining whether the Company has keptyear, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is shall be or shall have been in default, specifying all such defaults and the nature and status thereof of which such officer they may have knowledge. The . (b) When any Default has occurred and is continuing under this Indenture, or if the trustee for or the holder of any other evidence of Indebtedness of the Company willor any Subsidiary gives notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than 5% of the Company's Consolidated Net Worth at the quarter end preceding the giving of such notice or taking of such action with respect to a claimed default), so long as or if the Company fails to comply with any of its Regulatory Capital Requirements, the Securities are outstanding, Company shall deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default by registered or default in the performance of a covenant certified mail or agreement or condition contained in this Indenture or (ii) any default or Event of Default by facsimile transmission, confirmed by delivery of the type provided for herein original, an Officers' Certificate specifying such default or Event of Defaultevent, notice or other action within five Business Days of such default or Event of Defaultits occurrence.

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 of the Company ending after the date hereofyear, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture 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 fiscal 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 occurred during such year and at the date of such certificate there is not in default in no Default which has occurred and is continuing or, if such signers do know of such Default that is continuing, the performance certificate shall specify such Default and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the terms, provisions and conditions principal of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) andinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event. The Officer’s Certificate shall also notify the Trustee in writing should the Company elect to change the manner in which it fixes its fiscal year-end. (b) When any Default has occurred and is in defaultcontinuing under this Indenture, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon and the Collateral Trustee an Officer’s Certificate specifying such event, notice or other action within ten Business Days of becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultits occurrence.

Statement by Officers as to Default. The Company will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its 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 not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions 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 Indenture (Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultIndenture.

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 of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its subsidiaries Restricted Subsidiaries during the preceding quarter or the preceding fiscal year year, as the case may be, has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company Issuer during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled fulfilled, and has caused each of its 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 quarter or year, as the case may be, and at the date of such certificate there is not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions what action each is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year-end. For purposes of this Indenture (Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultIndenture.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate 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 subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating as to each such officer signing such Officers' Certificate (ii) that, to the best knowledge of each officer signing such officers' knowledgecertificate, the Company has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions provisions, conditions and conditions of this Indenture covenants hereof (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default shall have occurred, describing all such Defaults of which such officers may have knowledge, their status and what action the Company is in defaulttaking or proposes to take with respect thereto). When any Default has occurred and is continuing, specifying all such defaults and or if the nature and status thereof Trustee or any Holder or the trustee for or the holder of which such officer may have knowledge. The Company will, so long as any other evidence of Indebtedness of the Securities are outstandingCompany 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 $10,000,000), the Company will promptly notify the Trustee of such Default, notice or action and will deliver to the Trustee forthwith upon becoming by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days after the Company becomes aware of (i) an Event of Default such occurrence and what action the Company is taking or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Defaultproposes to take with respect thereto.

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

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after and within 45 days of the date hereofend of each of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the The Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willSubsidiary Guarantors shall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an any Default or Event of Default or default in the performance of a covenant or any covenant, agreement or condition contained in this Indenture or (ii) any default Indenture, an Officers' Certificate specifying such Default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Default.and

Statement by Officers as to Default. The Company Issuers will deliver to the Trustee, Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' ’ Certificate stating that a review of the activities of the Company Issuers and its subsidiaries the Guarantors during the preceding fiscal year year, has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of the Guarantors to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company Issuers during such preceding fiscal year, has kept, observed, performed and fulfilled fulfilled, and has caused each of 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 fiscal year, and at the date of such certificate there is not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions 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 Indenture (Section 10.05(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultIndenture.

Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of such the signing officers with a view to determining whether the Company it has kept, performedobserved, fulfilled performed and observed fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and stating further stating, as to each such officer signing such Officers' Certificate certificate, that, to the best of such officers' his or her knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled 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 not in default in 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 performance certificate shall describe its status, with particularity and observance that, to the best of any his or her knowledge, no event has occurred and remains by reason of which payments on the account of the termsprincipal of or interest, provisions if any, on the Notes is prohibited or if such event has occurred, a description of the event and conditions 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 Indenture (Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an Event of Default or default in the performance of a covenant or agreement or condition contained in under this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of DefaultIndenture.

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 of the Company ending after and within 45 days of the date hereofend of each of the first, an Officers' Certificate second and third quarters of each fiscal year of the Company, a written certificate signed by a principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its subsidiaries Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Person with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Person signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, Person's knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and no Default or Event of Default has occurred and is not in default in continuing (or, if a Default or Event of Default shall have occurred to either such Person's knowledge, describing all such Defaults or Events of Default of which such Person may have knowledge and what action the performance and observance of any of the terms, provisions and conditions Company is taking or proposes to take with respect thereto). Such written statement shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 10.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willshall, so long as any of the Securities are outstandingSecurity is Outstanding, deliver to the Trustee forthwith upon becoming Trustee, within 30 days after Senior Management becomes aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company proposes to take with respect thereto.

Statement by Officers as to Default. (a) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company and within 45 days of the end of each of the first, second and third quarters of each fiscal year of the Company, in each case ending after the date hereof, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performed, fulfilled and observed its obligations under this Indenture and stating as to each such officer signing such Officers' Certificate that, to the best of such officers' knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each and every covenant contained in this Indenture and such Officer signing such certificate, that to the best of his knowledge the Company is not in default Default in the performance and or observance of any of the terms, provisions and conditions hereof or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge and that to the best of his knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities are prohibited or if such event has occurred, a description of the event. Such Officers' Certificate shall comply with TIA Section 314(a)(4). For purposes of this Indenture (Section 9.8(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided hereunderunder this Indenture. (b) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such officer may have knowledge. The Company willand any Subsidiary Guarantors shall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto within 10 days after its becoming aware of the occurrence of such default Default or Event of Default.

Statement by Officers as to Default. (1) The Company will shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' Certificate stating that a review of the activities of the Company and its subsidiaries Subsidiaries during the preceding fiscal year has been made under the supervision of such officers the signing Officers with a view to determining whether the Company has kept, performedobserved, performed and fulfilled and observed its obligations under this Indenture Indenture, and stating further stating, as to each such officer Officer signing such Officers' Certificate thatcertificate, that to the best of such officers' knowledge, his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance and or observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) andor, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in default, specifying all such defaults and the nature and status thereof existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such officer may have knowledgeevent has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company will, so 77 (2) So long as any of the Securities Notes are outstanding, the Company will deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of (i) an Event of any Default or default in the performance of a covenant or agreement or condition contained in this Indenture or (ii) any default or Event of Default of the type provided for herein specifying such default or Event of Default, notice of an Officers' Certificate specifying such default Default or Event of DefaultDefault and what action the Company is taking or proposes to take with respect thereto.