Common use of Compliance Certificate; Notice of Default Clause in Contracts

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close end of each of the Issuer’s fiscal yearyears, an Officers’ Officer’s Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do signer does know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect theretoits status in reasonable detail. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 25, 2022, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 60 days after the end of the Company's fiscal quarters and within 90 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal period has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his knowledge, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year period has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year period and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also include all calculations necessary to show covenant compliance. The Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's actual knowledge the Issuer Company and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, based on such review, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in the Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ Certificate officers' certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and Company or such Guarantor, as the Subsidiary Guarantors have case may be, has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge's knowledge the Company or such Guarantor, as the Issuer and the Subsidiary Guarantors case may be, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate of the Company shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate which complies with TIA Section 314(a)(4) stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and the Obligations contained in this Indenture and the Notes and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers and each Guarantor, if any, shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear of the Issuers, an Officers’ ' Certificate stating that a review of the activities of each of the Issuer and its Subsidiaries Issuers has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and Issuers or the Subsidiary Guarantors applicable Guarantor during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuer Issuers or any Guarantor elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s 's knowledge, after due inquiry, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant under this Indenture, and that no Default or Event of Default occurred during such year year, and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer and/or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, officers' knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end. For purposes of this Section 4.06(a), one of the Officers signing such Officers' Certificate shall be the Chief Financial Officer, the Chief Executive Officer or the President of the Company.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year (which on the date hereof is the nearest Saturday to the applicable December 31, beginning with the 2018 fiscal year), an Officers’ Officer’s Certificate executed by the principal executive, financial or accounting officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close end of each of the Issuer’s fiscal yearyears, an Officers’ Certificate of the Issuer(signed by the principal executive officer, principal financial officer and principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect theretoits status in reasonable detail. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each fiscal yearFiscal Year of the Company, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer and/or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding Fiscal Year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, officers' knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year Fiscal Year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should if the Issuer elect Company elects to change the manner in which it fixes the fiscal year its Fiscal Year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 Trustee on or before 120 days after the close end of the Company's fiscal year and on or before 50 days after the end of each the first, second and third fiscal year, quarters in each year an Officers’ ' Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the each Restricted Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default shall have occurred during and be continuing, (or, if a Default or Event of Default shall have occurred, describing all or such year Defaults or Events of Default of which he or she may have knowledge and at what action each is taking or proposes to take with respect thereto) and that to the date best of such certificate there is his or her knowledge no Default that event has occurred and is continuing or, if such signers do know remains in existence by reason of such Default, which payments on account of the certificate shall specify such Default and what actionprincipal of or interest, if any, on the Issuer Notes are prohibited or if such event has occurred, a description of the event and what action the Company and each Restricted Subsidiary is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company and each Restricted Subsidiary elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 31, 2023, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company’s fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer Company and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the close end of each fiscal yearyear commencing with the fiscal year ending December 31, 2013, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, his or her knowledge after due inquiry the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred contained in this Indenture and is continuing not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such signers do know Defaults or Events of such Default, the certificate shall specify such Default of which he or she may have knowledge and what action, if any, action the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify ) and that to his or her knowledge after due inquiry no event has occurred and remains in existence by reason of which payments on account of the Trustee should principal of or interest, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer elect is taking or proposes to change the manner in which it fixes the fiscal year endtake with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Casella shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear (which on the date hereof is April 30), an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Casella and its Subsidiaries has been made under the supervision of the signing Officers Officer’s with a view to determining whether the Issuer Casella and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Casella and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default with respect to any series of Securities occurred during such year and at the date of such certificate there is no Default with respect to any series of Securities that has occurred and is continuing or, if such signers do know of such DefaultDefault with respect to any series of Securities, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Casella elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each the Company's fiscal year, 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 its activities and the activities of the Issuer and its Subsidiaries and Guarantors during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate from any of its principal executive officer, principal financial officer, principal accounting officer or controller stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors 's actual knowledge Holdings during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company’s fiscal year, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 165 days after the close of each fiscal year, an Officers’ Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Issuer and its Subsidiaries Issuer, has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each its obligations under this Indenture in all material respects and every such covenant and no Default occurred during such year and at as of the date of such certificate certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signers do signing Officer does know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Garden State shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end. For purposes of this Section 4.06(a), one of the Officers signing such Officers' Certificate shall be the Chief Financial Officer, the Chief Executive Officer or the President of the Company.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company’s fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors actual knowledge no Default or Event of Default occurred during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer and the Parent shall deliver to the Trustee, within 90 120 days after the close end of each fiscal yearyear of the Parent ending after the Issue Date, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, after due inquiry, the Issuer Issuer, the Parent and the Subsidiary Guarantors any other Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and the obligations contained in this Indenture and the Notes and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should either the Issuer or the Parent elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close end of each the Issuer's fiscal year, an Officers’ ' Certificate (provided, however, that one of the signatories to each such Officers' Certificate shall be the Issuer's principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture a Default or Event of Default has occurred and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s his knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2017, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 28, 2018, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer and principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect theretoits status in reasonable detail. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company’s fiscal yearyears, an Officers’ Certificate of the Company (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do signer does know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect theretoits status in reasonable detail. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Notes Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, based on such review, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in the Notes Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end. Such Officer's Certificate shall comply with TIA Section 314(a)(4).

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate a certificate of the Chief Executive Officer or Chief Financial Officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers such Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Such Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 60 days after the end of the Company’s fiscal quarters and within 90 days after the close end of each the Company’s fiscal year, an Officers’ Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal period has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his knowledge, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year period has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year period and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes its status with particularity. The Officers’ Certificate shall also include all calculations necessary to take with respect theretoshow covenant compliance. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, officers' knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate Certificate, one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of the Issuer, stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each their respective obligations under this Indenture in all material respects and every such covenant and no Default occurred during such year and at as of the date of such certificate certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officers, one of whom must be the Company's chief executive or chief financial officer with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, based on such review, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear of the Company, an Officers’ Certificate Certificate, one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of the Issuers, stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each their respective obligations under this Indenture in all material respects and every such covenant and no Default occurred during such year and at as of the date of such certificate certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the an Issuer elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Each of Parent and Publishing shall deliver to the Trustee, Trustee within 90 120 days after the close end of each Publishing's fiscal year, year an Officers’ Certificate ' Certificate, complying with Section 314(a)(4) of the TIA, stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have each has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer his knowledge each of Parent and the Subsidiary Guarantors Publishing and their Subsidiaries during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no event of default under the New Credit Facility, Default or Event of Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such an event of default, Default or Event of Default, the certificate shall specify such describe the event of default, Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Publishing elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer and the Parent shall deliver to the Trustee, within 90 120 days after the close end of each fiscal yearyear of the Parent ending after the Issue Date, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s Officers’ knowledge, after due inquiry, the Issuer Issuer, the Parent and the Subsidiary Guarantors each other Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and the obligations contained in this Indenture and the Notes and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should either the Issuer or the Parent elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Issuer’s fiscal year, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such default or Event of Default, the certificate shall specify such describe the default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Parent shall deliver to the Trustee, within 90 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Parent and its Restricted Subsidiaries and the Parent’s and its Restricted Subsidiaries’ performance under this Indenture has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The applicable Officers’ Certificate shall also notify the Trustee should the Issuer Parent or any of its Restricted Subsidiaries elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 ninety (90) days after the close end of each fiscal yearthe Company’s Fiscal Year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Restricted Subsidiaries during the preceding Fiscal Year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer Company and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has Fiscal Year have kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture in all material respects and no Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year its Fiscal Year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's actual knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer and principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors it’s Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The applicable Officers’ Certificate shall also notify the Trustee should the Issuer or any of its Restricted Subsidiaries elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their in all material respects its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, officers' knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a1) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company’s fiscal year, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending on December 31, 2017, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending on December 27, 2015, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a1) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 days after the close end of each the Company’s fiscal yearyear commencing with the fiscal year ending December 30, 2018, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the TrusteeCollateral Agent, for so long as the Holders hold the security interest granted pursuant to Article X, and thereafter, to each Holder, within 90 days after the close end of each of the Company’s fiscal yearyears, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture Agreement and further stating, as to each such Officer signing such certificate, that to the best of such Officerofficer’s knowledge, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and that, to each Officer’s knowledge, at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what actionits status with particularity and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal or interest, if any, on the Issuer Notes is 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. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial Officer and/or principal accounting Officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, Officers' knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company and the Guarantors shall deliver to the Trustee, within 90 120 days after the close end of each fiscal yearyear of the Company commencing with the fiscal year ending December 31, 2013, an Officers’ Certificate stating that a review of their activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge each of the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company or any Guarantor elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close end of each of the Issuer’s fiscal yearyears, a certificate of the Issuer (signed by the principal executive officer, principal financial officer, principal legal officer or principal accounting officer) stating that, in the ordinary course of the performance of his or her duties as an Officers’ Certificate stating that officer of the Issuer, he or she would have knowledge of any default by the Issuer in the performance of any of its Obligations under this Indenture, a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officerofficer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant Obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do officer does know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect theretoits status in reasonable detail. The Officers’ Certificate certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the close end of each fiscal yearyear commencing with the fiscal year ending December 31, 2015, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, his or her knowledge after due inquiry the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred contained in this Indenture and is continuing not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such signers do know Defaults or Events of such Default, the certificate shall specify such Default of which he or she may have knowledge and what action, if any, action the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify ) and that to his or her knowledge after due inquiry no event has occurred and remains in existence by reason of which payments on account of the Trustee should principal of or interest, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer elect is taking or proposes to change the manner in which it fixes the fiscal year endtake with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, Trustee within 90 120 days after the close end of each fiscal yearyear of the Issuer, beginning with the fiscal year end on April 30, 2009, an Officers’ Officer’s Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of Issuer complying with Section 314(a)(4) of the TIA stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default occurred during such year the Security Documents in all material respects and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do signer does know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year endparticularity.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year (which on the date hereof is December 31, beginning with the 2016 fiscal year), an Officers’ Officer’s Certificate executed by the principal executive, financial or accounting officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trusteeeach Holder, within 90 ninety (90) days after the close end of each the Company’s fiscal year, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture Agreement and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors actual knowledge such entity during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Agreement and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee Holders should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, commencing with the fifty-two weeks ending February 1, 1998, an Officers’ ' Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s 's knowledge, after due inquiry, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant under this Indenture, and that no Default or Event of Default occurred during such year year, and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer ESH REIT shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2019, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of ESH REIT stating that a review of the activities of ESH REIT and the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer ESH REIT and the Subsidiary Guarantors Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer ESH REIT and the Subsidiary Guarantors Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer ESH REIT 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and the Subsidiary Issuer shall each deliver to the Trustee, within 90 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and Subsidiary Issuer, as the Subsidiary Guarantors case may be, have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors 's actual knowledge during such preceding fiscal year such Issuer has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the an Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 165 days after the close of each fiscal yearyear of the Company, an Officers’ Certificate ' Certificate, one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of the Company, stating that a review of the activities of the Issuer Company and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's actual knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each their respective obligations under this Indenture in all material respects and every such covenant and no Default occurred during such year and at as of the date of such certificate certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signers signing Officers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default describe its nature and what action, if any, the Issuer is taking or proposes to take status with respect theretoparticularity. The applicable Officers’ Certificate shall also notify the Trustee should the Issuer or any of its Restricted Subsidiaries elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a1) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company’s fiscal yearyear commencing with the fiscal year ending December 31, 2011, an Officers’ Certificate stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view -40- to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors 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 no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer 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 the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate which complies with TIA Section 314(a)(4) stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its covenants and obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and the obligations contained in this Indenture and the Notes and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Debenture Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, based on such review, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Debenture Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end. Such Officer's Certificate shall comply with TIA Section 314(a)(4).

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 days after the close of each fiscal year, year of the Company (which is currently the Sunday closest to December 31) an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries Company or the applicable Guarantor has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, his or her knowledge the Issuer and Company or the Subsidiary Guarantors applicable Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The applicable Officers’ ' Certificate shall also notify the Trustee should the Issuer Company or any Guarantor elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer and principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear of the Issuer, an Officers’ ' Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of each Issuer stating that a review of the activities of the Issuer, the Co-Issuer and its their respective Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer, the Co-Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer, the Co-Issuer and the Subsidiary Guarantors each Guarantor have, during such preceding fiscal year has year, kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Issuer's fiscal year currently ends on December 31. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 165 days after the close of each fiscal yearyear of the Company beginning with the fiscal year ending December 31, 2014, an Officers’ Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Issuer Co-Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers officer with a view to determining whether the Issuer Co-Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, stating that to the best of such Officerofficer’s actual knowledge, the Issuer Co-Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each their respective obligations under this Indenture in all material respects and every such covenant and no Default occurred during such year and at as of the date of such certificate certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signers do signing officer does know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer is Co-Issuers are taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 28, 2018, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end.. 50

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear of the Issuer, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The applicable Officers’ ' Certificate shall also notify the Trustee should the Issuer or any of its Restricted Subsidiaries elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Officer’s Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company’s fiscal year, 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 its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate signed by the chief executive officer, the chief financial officer or the chief accounting officer of the Company stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Issuer Company and the Subsidiary Guarantors have its Subsidiaries has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge each of the Issuer Company and the Subsidiary Guarantors its Subsidiaries during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each of the Company's fiscal yearyears, an Officers’ Certificate ' Certificate, one of the signors of which shall be the principal executive officer, principal accounting officer or principal financial officer of the Company, stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year obligation and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, based on such review, the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year in which Notes are first issued pursuant to this Indenture, an Officers’ Certificate of the Company stating that a review of the activities of the Issuer Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors such Restricted Subsidiaries during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers signing Officers do know of such Default, the certificate shall specify describe all such Default Defaults of which such signing Officer has actual knowledge and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, (i) within 90 days after the close end of each of the Company's first three fiscal yearquarters and (ii) within 120 days after the end of the Company's fourth fiscal quarter, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal quarter has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, officers' knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year quarter has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year quarter and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor, if any, shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear of the Issuer, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries or the applicable Guarantor has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and or the Subsidiary Guarantors applicable Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such -63- year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuer or any Guarantor elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each of the Company's fiscal yearyears, an Officers’ ' Certificate (signed by the principal executive officer, principal financial officer and principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officer’s knowledge, his knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ Certificate ' Certificate, one of the signers of which shall be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, which complies with TIA ss. 314(a)(4) stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has has, in all material respects, kept, observed, performed and fulfilled each and every such covenant and the Obligations contained in this Indenture and the Notes and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each the Company's fiscal year, an Officers’ ' Certificate which complies with TIA /section/ 314(a)(4) stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has has, in all material respects, kept, observed, performed and fulfilled each and every such covenant and the Obligations contained in this Indenture and the Notes and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors it’s Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The applicable Officers’ Certificate shall also notify the Trustee should the Issuer or any of its Restricted Subsidiaries elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (ae) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate which shall comply with the requirements of Trust Indenture Act § 314 stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should if the Issuer elect elects to change the manner in which it fixes the fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear (which on the date hereof is December 31), an Officers’ Officer’s Certificate executed by the principal executive, financial or accounting officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close end of each fiscal yearyear of the Company, an Officers’ ' Certificate which complies with TIA ss. 314(a)(4) stating that a review of its activities during the activities of the Issuer and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have it has kept, observed, performed and fulfilled their obligations its Obligations under this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, 's knowledge the Issuer and the Subsidiary Guarantors Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and the Obligations contained in this Indenture and the Notes and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end.