Common use of Statements by Officers Clause in Contracts

Statements by Officers. (a) The Issuer will deliver to the Trustees, within 90 days after the end of each fiscal year, and within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the Issuer ending after the date hereof, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Issuer or the Company is 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 shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. (b) The Issuer shall deliver to the Trustees, as soon as possible and in any event within 10 days after the Issuer becomes aware of the occurrence of an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the details of such Event of Default 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 Trustees 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. (d) The Issuer and the Company shall deliver to the Trustees, within 120 days after the end of each fiscal year of the Issuer and the Company, a brief certificate from each of its principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Issuer and the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of TIA § 314(a)(4). The certificates described in this Section, if and to the extent they are due to the Trustees within the same timeframe, may be combined into a single certificate, provided that such certificate includes and complies with all of the requirements of such certificates that are then due. Subject to applicable Trust Indenture Laws, the delivery of such reports, information and documents to the Trustees shall be for informational purposes only and any Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustees are entitled to rely exclusively on an Officer’s Certificate).

Statements by Officers. (a) The Issuer will deliver to the Trustees, within 90 days after the end of each fiscal year, and within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the Issuer ending after the date hereof, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Issuer or the Company is 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 shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. (b) The Issuer shall deliver to the Trustees, as soon as possible and in any event within 10 days after the Issuer becomes aware or should reasonably become aware of the occurrence of an Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate setting forth the details of such Event of Default 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 Trustees within 120 days after the end of each fiscal year a written statement by the Issuer and 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. (d) The Issuer and the Company shall deliver to the Trustees, within 120 days after the end of each fiscal year of the Issuer and the Company, a brief certificate from each of its principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Issuer and the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of TIA § 314(a)(4). Such certificate shall specifically state that the Company and its Subsidiaries carry sufficient insurance to be in compliance with Section 11.8. The certificates described in this Section, if and to the extent they are due to the Trustees within the same timeframe, may be combined into a single certificate, provided that such certificate includes and complies with all of the requirements of such certificates that are then due. Subject to applicable Trust Indenture Laws, the delivery of such reports, information and documents to the Trustees shall be for informational purposes only and any Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustees are entitled to rely exclusively on an Officer’s Certificate).