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

Compliance Certificate; Notice of Default. (a) The Issuers shall deliver to the Trustee, within 120 days after the close of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of each of the Issuers has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuers or the applicable Guarantor during such preceding fiscal year 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 describe its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company and each Guarantor shall deliver to the Trustee, within 120 days after the close of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuers Company or the applicable Guarantor during such preceding fiscal year 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 describe its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers Company or any Guarantor elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Casella shall deliver to the Trustee, within 120 days after the close of each fiscal year of (which on the Companydate hereof is April 30), an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Casella and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether it Casella and each Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge, the Issuers or the applicable Casella and each Guarantor during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Casella elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 90 days after the close of each fiscal year end of the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of each of its Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, such Officer's knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 90 days after the close end of each fiscal year of the Company's fiscal years, an Officers’ ' Certificate stating that a review of its activities during the activities of each of the Issuers preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of his or her such officer's knowledge, the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 90 days after the close of each fiscal year end of the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities during the activities of each of the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, such Officer's actual knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during dur- ing 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year of (which on the Company, date hereof is December 31) an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge, the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year end of the Company’s fiscal year, an Officers’ Certificate stating that a review of its activities and the activities of each of its Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 100 days after the close of each fiscal year of the Companyyear, an Officers’ Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer Officer, Secretary or Controller of the Company signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year end of the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of each of its Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also include all calculations necessary to show covenant compliance. The Officers' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 90 days after the close of each fiscal year end of the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities during the activities of each of the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, such Officer's actual knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year of (which on the Company, date hereof is December 31) an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge, the Issuers or the applicable Guarantor Company during such preceding fiscal year have has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during dur- ing 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 100 days after the close of each fiscal year of the Company, an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and 49 -41- further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 100 days after the close of each fiscal year commencing with the close of the Companyfiscal year ended December 31, 2011, an Officers’ Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer Officer, Secretary or Controller of the Company signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year of the Company, an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge, the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company and each Guarantor, if any, shall deliver to the Trustee, within 120 days after the close of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuers Company or the applicable Guarantor during such preceding fiscal year 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 describe its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers Company or any Guarantor elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year end of the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of each of its Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company and each Guarantor shall deliver to the Trustee, within 120 days after the close of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuers Company or the applicable Guarantor during such preceding fiscal year 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 describe its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end.status

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 90 days after the close of each fiscal year end of the Company’s fiscal year, an Officers’ Certificate stating that a review of its activities during the activities of each of the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, such Officer’s actual knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 100 days after the close of each fiscal year of the Companyyear, an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer Officer, Secretary or Controller of the Company signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close end of each fiscal year of the Company's fiscal years, an Officers’ ' Certificate stating that a review of its activities and the activities of each of its Restricted Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, Trustee within 120 days after the close of each fiscal year end of the Company, 's fiscal year an Officers’ ' Certificate stating that a review of its activities and the activities of each of its Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have has kept, observed, performed and fulfilled each and every such covenant and no event of default in respect of any payment obligation under the Senior Credit Facilities, 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 an event of default, Default or Event of Default, the 66 -58- certificate shall describe the event of default, Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a1) The Issuers Company shall deliver to the Trustee, within 120 100 days after the close of each fiscal year of the Company, an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company and the Guarantor has been made under the supervision of the signing Officers officers with a view to determining whether it has they have kept, observed, performed and fulfilled its their respective obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or Company and the applicable Guarantor during such preceding fiscal year 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year of the Company, Company (currently December 31) an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 100 days after the close of each fiscal year of the Companyyear, an Officers’ ' Certificate stating that a review of the activities of each of the Issuers Company has been made under the supervision of the signing Officers officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture Indenture, the Security Documents and the Intercreditor Agreement and further stating, as to each such Officer Officer, Secretary or Controller of the Company signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year end of the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of each of its Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.. 63 -54-

Compliance Certificate; Notice of Default. (a) The Issuers Company shall deliver to the Trustee, within 120 days after the close of each fiscal year end of the Company's fiscal year, an Officers’ ' Certificate stating that a review of its activities and the activities of each of its Subsidiaries during the Issuers preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, knowledge the Issuers or the applicable Guarantor Company during such preceding fiscal year have 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 63 -55- occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Issuers Each Issuer shall deliver to the Trustee, within 120 days after the close of each fiscal year of the Company, an Officers’ ' Certificate stating that a review of the activities of each of the Issuers such Issuer has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge, the Issuers or the applicable Guarantor such Issuer during such preceding fiscal year have 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 describe its status with particularity. The applicable Officers’ ' Certificate shall also notify the Trustee should either of the Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end.