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

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers with a view to determining whether each 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 knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) has kept, observed, performed and fulfilled each and every such covenant and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) or, if such signers do know of such an occurrence, the certificate shall describe the occurrence and its status with particularity. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last its fiscal quarter of each such fiscal year, year an Officers' Certificate’ Certificate (one of the signatories of which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA, Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers officers with a view to determining whether each the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods or notice requirements) and further stating, as to each such Officer officer signing such certificate, that to whether or not the best signer knows of his knowledge any failure by the Company and its respective Subsidiaries during such preceding fiscal quarter (to comply with any conditions or year, as appropriate) has kept, observed, performed and fulfilled each and every such covenant and that no Default or Event of Default under covenants in this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) orand, if such signers do signer does know of such an occurrencea failure to comply, the certificate shall describe the occurrence and its status such failure with particularity. The Officers' ’ Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. So long as any of the Securities are outstanding, the Company will deliver to the Trustee, forthwith upon becoming aware of any Event of Default or any event, act or condition that, after notice or the passage of time or both, would be an Event of Default, an Officers’ Certificate specifying such Event of Default or any event, act or condition that, after notice or the passage of time or both, would be an Event of Default, and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 165 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' CertificateOfficer’s Certificate signed by its chief executive officer, complying with Section 314(a)(4) of the TIAchief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orCo-Issuers and the Guarantors, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers Officer with a view to determining whether each has the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, the Company Co-Issuers and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture and every the Security Documents to which they are a party in all material respects and as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenturethat has occurred and is (including, without limitation, a Default or event Event of default under Default triggered by the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness failure of the Company or any Co-Issuers and/or a Future Mortgaged Vessel Guarantor to maintain the Security Interests of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during each of the Security Documents required to be maintained on such quarter (or year, as appropriatedate) or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Co-Issuers are taking or proposes to take with particularityrespect thereto. The Officers' Officer’s Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Issuer shall deliver to the Trustee Trustee, within 45 90 days after the end of each its fiscal year an Officers’ Certificate (one of the first three fiscal quarters signers of each fiscal year which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4Issuer) of the TIA, stating that a review of its activities and the activities of its Subsidiaries the Issuer and the Guarantors during the preceding such fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each has the Issuer and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company Issuer and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) has the Guarantors have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and that no are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default under this Indentureshall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness which payments on account of the Company principal of or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) orinterest, if any, on the Notes are prohibited or if such signers do know event has occurred, a description of such an occurrence, the certificate shall describe event and what action the occurrence and its status Issuer is taking or proposes to take with particularityrespect thereto. The Officers' ’ Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyTrustee, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, Certificate complying with Section 314(a)(4) of the TIA, TIA and stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) each entity has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and that no is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or, if a Default or Event of Default under this Indentureshall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto, all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no event has occurred and remains in existence by reason of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness which payments on account of the Company principal of or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) orinterest, if any, on the Securities is prohibited or if such signers do know event has occurred, a description of such an occurrence, the certificate shall describe the occurrence event and its status what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Each Co-Issuer shall deliver to the Trustee Trustee, within 45 165 days after the end of each of the first three fiscal quarters close of each fiscal year of such Co-Issuer beginning with the Companyfiscal year ending December 31, and within 120 days after the end of the last fiscal quarter of each such fiscal year2011, an Officers' ’ Certificate, complying with Section 314(a)(4) one of the TIAsignatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of such Co-Issuer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orsuch Co-Issuer and, in the case of the last fiscal quarter, Officer’s Certificate delivered by the preceding fiscal year) Company and the Guarantors has been made under the supervision of the signing Officers with a view to determining whether each has such Co-Issuer and the Guarantors (if applicable) have kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, such Co-Issuer and the Company and its respective Subsidiaries Guarantors (if applicable) during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture in all material respects and every as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term has occurred and is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) continuing or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Co-Issuers are taking or proposes to take with particularityrespect thereto. The Officers' ’ Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company either Co-Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor ----------------------------------------- shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge or her knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the Accreted Value or principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last its fiscal quarter of each such fiscal year, an Officers' Certificate, Certificate complying with Section 314(a)(4) of the TIA, TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers with a view to determining whether each the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that whether or not such Officer knows of any failure by the Company, any Guarantor or any Subsidiary of the Company or a Guarantor to comply with any conditions or covenants in this Indenture and, if such Officer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date and shall notify the Trustee of any changes in the composition of the Board of Directors of the Company, any Guarantor or any of their Subsidiaries or of any amendment to the best charter or bylaws of his knowledge the Company, a Guarantor or any of their Subsidiaries. The Company and each Guarantor shall deliver to the Trustee within 105 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company, any Guarantor or any Subsidiary of the Company or a Guarantor was not in compliance with the provisions set forth in Section 4.3, 4.16, 4.18 or 4.21 of this Indenture. The Company and its respective Subsidiaries during such preceding fiscal quarter (or yeareach Guarantor shall, so long as appropriate) has keptany of the Notes are outstanding, observeddeliver to the Trustee, performed and fulfilled each and every such covenant and that no immediately upon becoming aware of any Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) or, if such signers do know of such an occurrence, the certificate shall describe the occurrence and its status with particularity. The Officers' Certificate shall disclose the Company's Net Worth at the end specifying such Default or Event of such fiscal quarter (or year, as appropriate) Default and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.what

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Holder, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal yearquarter, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture Note and further stating, as to each such Officer officer signing such certificate, that that, to the best of his knowledge knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Note and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the principal of or interest on or commitment fee with particularityrespect to this Note is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee Holder should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Holder of any default or defaults in the performance of any covenants or agreements under this Note within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 165 days after the end of each of the first three fiscal quarters close of each fiscal year of the CompanyCompany beginning with the fiscal year ending December 31, and within 120 days after the end of the last fiscal quarter of each such fiscal year2020, an Officers' CertificateOfficer’s Certificate signed by its chief executive officer, complying with Section 314(a)(4) of the TIAchief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in Co-Issuers and the case of the last fiscal quarter, the preceding fiscal year) Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether each has the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, stating that to the best of his knowledge such Officer’s actual knowledge, the Company Co-Issuers and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture and every the Security Documents to which they are a party in all material respects and as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenturethat has occurred and is continuing (including, without limitation a Default or event Event of default under Default triggered by the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness failure of the Company or any Co-Issuers and/or a Mortgaged Vessel Guarantor to maintain the security interests of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during each of the Security Documents required to be maintained on such quarter (or year, as appropriatedate) or, if such signers do signing Officer does know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Co-Issuers are taking or proposes to take with particularityrespect thereto. The Officers' Officer’s Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyTrustee, and within 120 days after the end of the last fiscal quarter close of each such fiscal year, commencing with the fiscal year ending on December 31, 2021, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Officer’s Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers Officer with a view to determining whether each has the Company and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s knowledge, the Company and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each and every such covenant and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) 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 occurrenceDefault, the certificate shall describe specify such Default and what action, if any, the occurrence and its status Company is taking or proposes to take with particularityrespect thereto. The Officers' Officer’s Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its the fiscal year end. (b) The Company shall deliver to the Trustee promptly and in any event within 10 Business Days after the Company becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default, its status and what action, if any, the Company is taking or proposes to take with respect thereto. Section 4.06.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred 53 54 and its status remains by reason of which payments on the account of the principal of or interest, if any and Additional Amounts, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 165 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' CertificateOfficer’s Certificate signed by its chief executive officer, complying with Section 314(a)(4) of the TIAchief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orCo-Issuers and the Guarantors, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers Officer with a view to determining whether each has the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, the Company Co-Issuers and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture and every the Security Documents to which they are a party in all material respects and as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenturethat has occurred and is (including, without limiation, a Default or event Event of default under Default triggered by the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness failure of the Company or any Co-Issuers and/or a Mortgaged Vessel Guarantor to maintain the Security Interests of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during each of the Security Documents required to be maintained on such quarter (or year, as appropriatedate) or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Co-Issuers are taking or proposes to take with particularityrespect thereto. The Officers' Officer’s Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the principal of or interest, if any and Additional Amounts, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Each Co-Issuer shall deliver to the Trustee Trustee, within 45 165 days after the end of each of the first three fiscal quarters close of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal yearCo-Issuer, an Officers' ’ Certificate, complying with Section 314(a)(4) one of the TIAsignatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of such Co-Issuer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orsuch Co-Issuer and, in the case of the last fiscal quarterOfficer’s Certificate delivered by the Company, the preceding fiscal year) Guarantors, has been made under the supervision of the signing Officers with a view to determining whether each has such Co-Issuer and the Guarantors (if applicable) have kept, observed, performed and fulfilled its their obligations under this Indenture and the Security Documents to which it is, or they are, a party and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, such Co-Issuer and the Company and its respective Subsidiaries Guarantors (if applicable) during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture and every the Security Documents to which it is, or they are, a party in all material respects and as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term has occurred and is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) continuing or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Co-Issuers are taking or proposes to take with particularityrespect thereto. The Officers' ’ Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company either Co-Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and the Escrow Agreement and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that the Escrow Agreement and no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the 57 49 principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture or the Escrow Agreement within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Issuers shall deliver to the Trustee Trustee, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 90 days after the end of the last Partnership’s fiscal quarter of each such fiscal year, year an Officers' Certificate, complying with Section 314(a)(4) ’ Certificate (one of the TIAsigners of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Partnership) stating that a review of its activities and the activities of the Partnership and its Subsidiaries during the preceding such fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each has the Issuers have kept, observed, performed and fulfilled its their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) has Issuers have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and that no are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default under this Indentureshall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness which payments on account of the Company principal of or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) orinterest, if any, on the Notes are prohibited or if such signers do know event has occurred, a description of such an occurrence, the certificate shall describe event and what action the occurrence and its status Issuers are taking or propose to take with particularityrespect thereto. The Officers' ’ Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company Partnership elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, (i) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 90 days after the end of the last Company's fiscal quarter year and (ii) within 15 days after the Trustee's written request stating that the Trustee has a reasonable basis to believe an Event of each such fiscal yearDefault has occurred, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (oryear, in the case of the last fiscal quarterSection 4.06(a)(i), or the preceding four fiscal year) quarters in the case of Section 4.06(a)(ii), has been made under the supervision of the signing Officers with a view to determining whether each the Company has kept, observed, performed and fulfilled complied with its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his such Officer's knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled complied with each and every such covenant and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (year and at the date of such certificate there is no Default or year, as appropriate) Event of Default that has occurred and is continuing or, if such signers do know of such an occurrenceDefault or Event of Default, the certificate shall describe the occurrence Default or Event of Default and its status with particularity. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and the Escrow Agreement and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that the Escrow Agreement and no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture or the Escrow Agreement within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor ----------------------------------------- shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and the Collateral Agreement and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge or her knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that the Collateral Agreement and no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture or the Collateral Agreement within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company Parent, Publishing and each Guarantor shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyPublishing, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers with a view to determining whether each 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 knowledge the Company each of Parent and its Publishing and their respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) has kept, observed, performed and fulfilled each and every such covenant and that no event of default under the New Credit Facility, Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) or, if such signers do know of such an occurrenceevent of default, Default or Event of Default, the certificate shall describe the occurrence event of default, Default or Event of Default and its status with particularity. The Officers' Certificate shall disclose the CompanyParent's Net Worth EBITDA at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company Publishing elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within Trustee, on or before 90 days after the end of the Company's fiscal year and on or before 45 days after the end of each of the first three first, second and third fiscal quarters of in each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying Certificate which complies with Section TIA (S) 314(a)(4) of the TIA, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter or fiscal year (or, in as the case of the last fiscal quarter, the preceding fiscal yearmay be) has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled its obligations Obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his such Officer's knowledge the Company and its respective Subsidiaries during such preceding fiscal year or fiscal quarter (or year, as appropriate) has kept, observed, performed and fulfilled each and every such covenant and that the Obligations contained in this Indenture and the Notes and no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such year or quarter (and at the date of such certificate there is no Default or year, as appropriate) Event of Default that has occurred and is continuing or, if such signers do know of such an occurrenceDefault or Event of Default, the certificate shall describe the occurrence Default or Event of Default and its status with particularity. For purposes of this paragraph (a), compliance with this Indenture shall be determined without regard to any period of grace or requirement of notice provided under this Indenture The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 165 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' CertificateOfficer’s Certificate signed by its chief executive officer, complying with Section 314(a)(4) of the TIAchief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orCo-Issuers and the Guarantors, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers Officer with a view to determining whether each has the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, the Company Co-Issuers and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture and every the Security Documents to which they are a party in all material respects and as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenturethat has occurred and is (including, without limitation, a Default or event Event of default under Default triggered by the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness failure of the Company or any Co-Issuers and/or a Mortgaged Vessel Guarantor to maintain the Security Interests of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during each of the Security Documents required to be maintained on such quarter (or year, as appropriatedate) or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Co-Issuers are taking or proposes to take with particularityrespect thereto. The Officers' Officer’s Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Issuer shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyTrustee, and within 120 days after the end of the last fiscal quarter close of each such fiscal year, commencing with the fiscal year ended December 31, 2017, an Officers' CertificateOfficer’s Certificate signed by its chief executive officer, complying with Section 314(a)(4) of the TIAchief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orIssuer and the Guarantors, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers Officer with a view to determining whether each has the Issuer and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, the Company Issuer and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture and every the Security Documents to which they are a party in all material respects and as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenturethat has occurred and is (including, without limitation, a Default or event Event of default under Default triggered by the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness failure of the Company or any Issuer and/or a Vessel Guarantor to maintain the Security Interests of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during each of the Security Documents required to be maintained on such quarter (or year, as appropriatedate) or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Issuer is taking or proposes to take with particularityrespect thereto. The Officers' Officer’s Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Issuers shall deliver to the Trustee Trustee, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 90 days after the end of the last Partnership’s fiscal quarter of each such fiscal year, year an Officers' Certificate, complying with Section 314(a)(4) ’ Certificate (one of the TIAsigners of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Partnership) stating that a review of its activities and the activities of the Partnership and its Subsidiaries during the preceding such fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each has the Issuers and the Partnership have kept, observed, performed and fulfilled its their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) has Issuers have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and that no are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default under this Indentureshall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness which payments on account of the Company principal of or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) orinterest, if any, on the Notes are prohibited or if such signers do know event has occurred, a description of such an occurrence, the certificate shall describe event and what action the occurrence and its status Issuers are taking or propose to take with particularityrespect thereto. The Officers' ’ Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company Partnership elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last its fiscal quarter of each such fiscal year, year an Officers' Certificate, Certificate complying with Section 314(a)(4) of the TIA, TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each 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 whether or not the best signer knows of his knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) has kept, observed, performed and fulfilled each and every such covenant and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of failure by the Company or any Subsidiary of its Subsidiaries, the Company to comply with any conditions or under any mortgage, covenants in this Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) orand, if such signers do signor does know of such an occurrencea failure tx comply, the certificate shall describe the occurrence and its status such failure with particularity. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certifi- cate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice there- of from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 90 days after the end of the last fiscal quarter of each such Company's fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each 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 such Officer's knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled each and every such covenant and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (year and at the date of such certificate there is no Default or year, as appropriate) Event of Default that has occurred and is continuing or, if such signers do know of such an occurrenceDefault or Event of Default, the certificate shall describe the occurrence Default or Event of Default and its status with particularity. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.. (b) The annual financial statements delivered pursu- ant to Section 4.08 shall be accompanied by a written report of the Company's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of such financial statements nothing has come to their atten- tion that would lead them to believe that the Company has vio- lated any provisions of Article Four, Five or Six of this Indenture insofar as they relate to accounting matters or, if

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall ----------------------------------------- deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge or her knowledge, the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe its status, with particularity and that, to the occurrence best of his or her knowledge, no event has occurred and its status remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Issuer shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyTrustee, and within 120 days after the end of the last fiscal quarter close of each such fiscal year, an Officers' CertificateOfficer’s Certificate signed by its chief executive officer, complying with Section 314(a)(4) of the TIAchief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orIssuer and the Guarantors, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers Officer with a view to determining whether each has the Issuer and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, the Company Issuer and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture and every the Security Documents to which they are a party in all material respects and as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenturethat has occurred and is (including, without limitation, a Default or event Event of default under Default triggered by the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness failure of the Company or any Issuer and/or a Mortgaged Guarantor to maintain the Security Interests of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during each of the Security Documents required to be maintained on such quarter (or year, as appropriatedate) or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Issuer is taking or proposes to take with particularityrespect thereto. The Officers' Officer’s Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company Issuer and each Guarantor the Guarantors shall deliver to the Trustee Trustee, within 45 90 days after the end close of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of its Subsidiaries the Issuer and the Guarantors during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each of the Issuer and the Guarantors has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his knowledge knowledge, each of the Company Issuer and its respective Subsidiaries the Guarantors during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) year and at the date of such certificate there is no Default which has occurred and is continuing or, if such signers do know of such an occurrenceDefault, the certificate shall describe the occurrence and its status with particularityparticularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The applicable Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company Parent or the Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 90 days after the end of the last Company's fiscal quarter year, which currently ends on November 30 of each such fiscal year, an Officers' Certificate, complying with Section 314(a)(4) of the TIA, Certificate stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each 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 such Officer's knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) year has kept, observed, performed and fulfilled each and every such covenant and that no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (year and at the date of such certificate there is no Default or year, as appropriate) Event of Default that has occurred and is continuing or, if such signers do know of such an occurrenceDefault or Event of Default, the certificate shall describe the occurrence Default or Event of Default and its status with particularity. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. lead them to believe that a Default or Event of Default under this Indenture has occurred insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor Each Co-Issuer shall deliver to the Trustee Trustee, within 45 165 days after the end of each of the first three fiscal quarters close of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each such fiscal yearCo-Issuer, an Officers' ’ Certificate, complying with Section 314(a)(4) one of the TIAsignatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of such Co-Issuer, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (orsuch Co-Issuer and, in the case of the last fiscal quarter, Officer’s Certificate delivered by the preceding fiscal year) Company and the Guarantors has been made under the supervision of the signing Officers with a view to determining whether each has such Co-Issuer and the Guarantors (if applicable) have kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his knowledge such Officer’s actual knowledge, such Co-Issuer and the Company and its respective Subsidiaries Guarantors (if applicable) during such preceding fiscal quarter (or year, as appropriate) has year have kept, observed, performed and fulfilled each their respective obligations under this Indenture in all material respects and every as of the date of such covenant and that certificate, there is no Default or Event of Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term has occurred and is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) continuing or, if such signers signing Officers do know of such an occurrenceDefault or Event of Default, the certificate shall describe specify such Default or Event of Default and what action, if any, the occurrence and its status Co-Issuers are taking or proposes to take with particularityrespect thereto. The Officers' ’ Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company either Co-Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the CompanyTrustee, and within 120 days after the end of the last fiscal quarter of each such fiscal year, an Officers' Certificate, Certificate complying with Section 314(a)(4) of the TIA, TIA and stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or year, as appropriate) each entity has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and that no is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or, if a Default or Event of Default under this Indentureshall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto, all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no 50 -44- event has occurred and remains in existence by reason of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness which payments on account of the Company principal of or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) orinterest, if any, on the Securities is prohibited or if such signers do know event has occurred, a description of such an occurrence, the certificate shall describe the occurrence event and its status what action each is taking or proposes to take with particularityrespect thereto. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date.