Common use of Compliance Certificate Clause in Contracts

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA), within 90 days after the end of each fiscal year ending after the date of this Indenture, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself Issuer and each Guarantor, Guarantor shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Officer’s Certificate stating that a review of the activities of the Company Parent and its the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer (who shall be a member of senior management) with a view to determining whether the Credit Parties have Parent and the Restricted Subsidiaries has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties have Parent and the Restricted Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture (without regards to periods of grace or notice requirements) and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Parent and the Restricted Subsidiaries is taking or proposes to take with respect thereto). (b) So long as any of the Notes are outstanding, the Issuer and the Parent will deliver to the Trustee, within five Business Days of any of their Officers becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer and the Parent are taking or propose to take with respect thereto) and that , but only to the best extent such Default or Event of his or her knowledge no event Default has occurred and remains in existence not been cured by reason the end of which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturefive Business Day period.

Compliance Certificate. The Issuer, on behalf Each set of itself and each Guarantor, shall deliver financial statements delivered to a Purchaser (prior to the Trustee Closing Date) or holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer (the “Compliance Certificate”): (a) Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Obligors were in compliance with the requirements of Section 10.5 during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 23.2) as to the extent period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election; Lineage Logistics Note Purchase Agreement (b) Event of Default — certifying that such Guarantor is so required Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under the TIA)his or her supervision, within 90 days after the end of each fiscal year ending after the date of this Indenture, an Officers' Certificate stating that a review of the activities transactions and conditions of the Obligors and the Subsidiaries thereof from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and its Subsidiaries during the preceding fiscal year has been made under the supervision period of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge existence thereof and what action the Credit Parties are taking Obligors shall have taken or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.; and

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indenturecommencing in 2014, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date (or 120 days for the first fiscal year ending after the Issue Date), an Officers' Certificate a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, on behalf of the Credit Parties Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture during such fiscal year and the Security Documents no Default has occurred and are not in default in the performance or observance of is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Indebtedness of the principal ofIssuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, premium, if any, the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or interest, if any, on the Notes are prohibited certified mail or if by facsimile transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or propose Issuer proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company shall and shall cause each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) to send to the Trustee and the Second Lien Collateral Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in its obligations under this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Notes are outstanding, send to the Trustee and the Second Lien Collateral Trustee, forthwith upon the Company becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such compliance shall be determined without regard Default or Event of Default, its status and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA)Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company ending after the first date any series of Securities issued under this IndentureIndenture is outstanding, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries or such Subsidiary Guarantor, as the case may be, during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Company or such Subsidiary Guarantor, as the case may be, has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company or such Subsidiary Guarantor, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto). (b) and that to the best The Company shall, so long as any of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurredoutstanding, a description deliver to the Trustee, within 30 days upon any Officer of the event Company becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (with respect to the extent that such Guarantor is so required under the TIA)Series, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, commencing ___, 20__, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes In addition, the Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of this paragraphany events which constitute an Event of Default, such compliance shall be determined without regard to any period or which, with the passage of grace time or requirement the giving of notice provided or both would constitute an Event of Default, under this Indentureclause (5), (6), (7), (8) or (9) of Section 6.01 hereof, the status of such Default or Event of Default and what actions the Company is taking or proposes to take in respect thereof.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year of the Company commencing with the Company's fiscal year ending after the date of this IndentureDecember 31, 2005 an Officers' Certificate stating that a review Certificate, one of the activities signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining Company, stating whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that or not to the best knowledge of his the signers thereof the Company or her knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not any Restricted Subsidiary is in default in the performance or and observance of any of the terms, provisions and conditions of this Indenture Section 5.01 or Sections 4.01 to 4.17, inclusive, and if the Security Documents (orCompany shall be in default, if a Default or Event of Default shall have occurred, describing specifying all such Defaults or Events of Default defaults, the nature and status thereof of which he or she they may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance Such determination shall be determined made without regard to notice requirements or periods of grace. (b) The Company shall deliver to the Trustee, as soon as possible and in any event no later than 10 Business Days after the Company becomes aware or should reasonably become aware of the occurrence of a Default or an Event of Default or an event which, with notice or the lapse of time or both, would constitute a Default or Event of Default, an Officers' Certificate setting forth the details of such Default or Event of Default, and the action which the Company is taking or proposes to take with respect to such Default or Event of Default. (c) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement by the Company's independent public accountants stating whether, in connection with their audit of the Company's financial statements, any event which would constitute an Event of Default as defined herein insofar as they relate to accounting matters has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of grace or requirement of notice provided under this Indenturethe existence thereof.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending and on or before 60 days after the date end of this Indenturethe first, second and third quarters of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Issuer and each Guarantor has kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties have Issuer and each Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties they are taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuer and any Guarantors are taking or propose to take with respect thereto. (b) The Issuer and any Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Issuer and any Guarantors are taking or propose to take with respect thereto. (c) The Issuer's fiscal year currently ends on December 31. For purposes The Issuer shall promptly provide written notice to the Trustee of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturechange in its fiscal year.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)Trust Indenture Act) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Company ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, Company has performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have kept, observed, Company has performed and fulfilled each and every covenant contained in this Indenture that is applicable to it in all material respects and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto). (b) and that to So long as any of the best of his or her knowledge no event Notes are outstanding, when any Default has occurred and remains in existence is continuing under this Indenture, the Company shall within thirty (30) Business Days deliver to the Trustee by reason of which payments on account of the principal of, premium, if any, registered or interest, if any, on the Notes are prohibited certified mail or if by facsimile transmission an Officers’ Certificate specifying such event has occurred, a description of the event Default and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (c) Except with respect to receipt of Note payments and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this paragraphSection 4.04, such the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance shall be determined without regard to with, or the breach of any period representation, warranty of grace or requirement of notice provided under covenant made in this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year beginning with the fiscal year ending after December 31, 20[•] (which, on the date of this Indenturehereof, is a calendar year), an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in or otherwise forming a part of this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are of any series is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period of grace or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4). (b) The Company shall, so long as any of the Notes of a series are outstanding, deliver to the Trustee, forthwith and in any event within 30 days upon any Officer becoming aware of, in respect of the Notes of such series, any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 135 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' ’ Certificate stating that (i) a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining determine whether the Credit Parties have Company has kept, observed, performed and fulfilled their all of its obligations under this Indenture and the Security DocumentsNotes, (ii) such review was supervised by the Officers of the Company signing such certificate, and further stating, as (iii) that to the best knowledge of each such Officer signing such certificate, that to (a) the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she each such Officer may have knowledge and what action the Credit Parties are taking Company has taken or propose proposes to take with respect thereto), and (b) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or premium, if any, or interestinterest on, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturehereunder. The Company will, so long as any of the Notes are outstanding, deliver to the Trustee, by the date that is the later of (i) 30 days after the occurrence of any Default or Event of Default and (ii) promptly after (but no later than five Business Days after) any Officer of the Company becomes aware of such Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. The Company shall deliver to the Trustee such other information or documents reasonably requested by the Trustee in connection with the compliance by the Trustee or the Company with the TIA.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuers shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate stating that a review of the activities of the Company Issuers’ and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuers and Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties Issuers and Guarantors have kept, observed, performed and fulfilled each and every covenant contained in their obligations under this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuers and the Guarantors are taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuers and the Guarantors are taking or propose to take with respect thereto. For purposes . (b) The Issuers shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, within 30 days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company and the Guarantors are taking or propose to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year, commencing with the fiscal year ending after the date of this IndentureDecember 31, an 2009,an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that that, in their capacities as Officers, to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default Default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending of the Company and within 45 days after the date end of this Indentureeach of the first, second and third quarters of each fiscal year of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year quarter or fiscal year, as applicable, has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose to take ). Such Officers' Certificate shall comply with respect theretoTIA Section 314(a)(4). For purposes of this paragraphSection 4.03(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) The Company and the Subsidiary Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, within 10 days of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Company and each Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties Company and each Guarantor have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Company and each Guarantor are taking or propose to take with respect thereto). (b) and that to the best When any Default or Event of his or her knowledge no event Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Debt of the principal ofCompany or any Subsidiary gives any notice or takes any other action with respect to a claimed Default or Event of Default, premiumthe Company will promptly (which shall be within five Business Days following the date on which the Company becomes aware of such Default or Event of Default, if anyreceives notice of such Default or Event of Default or becomes aware of such action, or interestas applicable,) send to the Trustee an Officers’ Certificate specifying such event, if any, on the Notes are prohibited or if such event has occurred, a description of the event its status and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturethereof.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, shall Company will deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties have Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto). (b) and that to the best When any Default or Event of his or her knowledge no event Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Debt of the principal ofCompany or any Subsidiary gives any notice or takes any other action with respect to a claimed Default or Event of Default, premiumthe Company will promptly (which shall be within five Business Days following the date on which the Company becomes aware of such Default or Event of Default, if anyreceives notice of such Default or Event of Default or becomes aware of such action, or interestas applicable,) send to the Trustee an Officer’s Certificate specifying such event, if any, on the Notes are prohibited or if such event has occurred, a description of the event its status and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturethereof.

Compliance Certificate. The Issuer, on behalf of itself (a) Each Issuer and each Guarantor, Guarantor shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date (or 120 days for the first fiscal year ending after the Issue Date), an Officers' Certificate a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries (including the Co-Issuer) during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, on behalf of the Credit Parties Issuer, the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture during such fiscal year and the Security Documents no Default has occurred and are not in default in the performance or observance of is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that to the best When any Default or Event of his or her knowledge no event Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Indebtedness of the principal ofIssuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default or Event of Default, premium, if any, the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default or interest, if any, on Event of Default) deliver to the Notes are prohibited Trustee by registered or if certified mail or by facsimile transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or propose Issuer proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under under, and complied with the covenants and conditions contained in, this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are taking or propose to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or of interest, if any, on the Notes Securities are prohibited or if such event has occurred, a description prohibited. One of the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, Officers signing such compliance Officers' Certificate shall be determined without regard either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of: (a) any period Default, Event of grace Default or requirement default in the performance of notice provided under any covenant, agreement or condition contained in this Indenture; or (b) any event of default under any other mortgage, indenture or instrument as that term is used in Section 501(7), an Officers' Certificate specifying such Default, Event of Default or default.

Compliance Certificate. (a) The Issuer, on behalf of itself Issuer and each Guarantor, Subsidiary Guarantor shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Issuer and its the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action knowledge). To the Credit Parties are taking extent required by the TIA, each Subsidiary Guarantor shall comply with TIA § 314(a)(4). The individual signing any certificate given by any Person pursuant to this Section 4.04 shall be the principal executive, financial or propose to take accounting officer of such Person, in compliance with respect theretoTIA § 314(a)(4) (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary of the Issuer gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five Business Days upon any Officer first becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officers’ Certificate specifying such event.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, shall Issuer will deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Issuer and each Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties Issuer and each Guarantor have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose to take with respect thereto). (a) and that to the best When any Default or Event of his or her knowledge no event Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Indebtedness of the principal ofIssuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default or Event of Default, premiumthe Issuer shall promptly (which shall be no more than 10 days following the date on which the Issuer becomes aware of such Default or Event of Default, if anyreceives such notice or becomes aware of such action, or interestas applicable) send to the Trustee an Officers’ Certificate specifying such event, if any, on the Notes are prohibited or if such event has occurred, a description of the event its status and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuers shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA), within 90 120 days after the end of each fiscal year of the Issuers, beginning with the fiscal year ending after the date of this Indentureon December 31, 2017, an Officers' Officer’s Certificate of one of the principal executive officer, the principal financial officer or the principal accounting officer stating that a review in the course of the activities of performance by the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best signer of his or her knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any duties as an Officer of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which Issuers he or she may would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If he or she does, the certificate shall describe the Default, its status and what action the Credit Parties are taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuers are taking or propose to take with respect thereto. For purposes The Issuers also shall comply with Section 314(a)(4) of the TIA. Except with respect to receipt of payments of principal and interest on the Notes and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this paragraphSection 4.09, such the Trustee shall have no duty to review, ascertain or confirm the Issuers’ compliance shall be determined without regard to with or the breach of any period of grace representation, warranty or requirement of notice provided under covenant made in this Indenture. (b) The Issuers shall also deliver to the Trustee, within 30 days after an Officer becomes aware of the occurrence thereof, written notice of any Default, Event of Default or any event which with the giving of notice or the lapse of time, or both, would become an Event of Default an Officer’s Certificate specifying such Default or Event of Default, the status thereof and what action the Issuers are taking or propose to take in respect thereof.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, AirGate shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate stating that a review of the activities of the Company AirGate and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have each has kept, observed, performed and fulfilled their its obligations under this Indenture and (including, with respect to any Restricted Payments made during such year, the Security Documentsbasis upon which the calculations required by Section 4.7 hereof were computed, which calculations may be based on AirGate's latest available financial statements), and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge the Credit Parties have knowledge, each entity has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are AirGate is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are AirGate is taking or propose proposes to take with respect thereto. For purposes AirGate shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action AirGate is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Issuers and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate stating that a review of the activities of the Company Issuers and its their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuers have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not and were not at any time during the previous year in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuers are taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuers are taking or propose to take with respect thereto. For purposes . (b) [Intentionally omitted] (c) So long as any of this paragraphthe Notes are outstanding, the Issuers will deliver to the Trustee, within 30 days upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Issuers are taking or propose to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indenture(which fiscal year initially ends December 31, 2018), an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, not more than 30 days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date (or 120 days for the first fiscal year ending after the Issue Date), an Officers' Certificate a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries (including the Issuer) during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, on behalf of the Credit Parties Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture during such fiscal year and the Security Documents no Default has occurred and are not in default in the performance or observance of is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Indebtedness of the principal ofIssuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, premium, if any, the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or interest, if any, on the Notes are prohibited certified mail or if by facsimile transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or propose Issuer proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year beginning with the fiscal year ending after the date of this IndentureDecember 31, 2012, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have each has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, no Default or Event of Default has occurred during the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents previous fiscal year (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interestinterest or Additional Interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default (unless such Default or Event of Default has been cured prior to such time) and what action the Company is taking or proposes to take with respect thereto. Except with respect to receipt of Note payments when due and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this paragraphSection 4.4 the Trustee shall have no duty to review, such ascertain or confirm the Company’s compliance shall be determined without regard to with, or the breach of any period representation, warranty of grace or requirement of notice provided under covenant made in this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after year, a certificate signed by the date principal executive officer, principal financial officer or principal accounting officer of this Indenture, the Company (which certificate need not constitute an Officers' Certificate ’ Certificate), stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) [Reserved]. (c) The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuers shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending (beginning with the first full fiscal year following the Issue Date, for which such certificate may be delivered within 120 days after the date end of this Indenturesuch fiscal year), an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties Issuers and the Guarantors have kept, observed, performed and fulfilled complied with each and every covenant contained in this the Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this the Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuers are taking or propose proposes to take with respect thereto). (b) and that to the best So long as any of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited outstanding, the Issuers will deliver to the Trustee, within 30 Business Days of any Officer becoming aware of any Default or if Event of Default, an Officer’s Certificate specifying such event has occurred, a description Default or Event of the event Default and what action the Credit Parties Issuers are taking or propose proposes to take with respect theretothereto (unless such Default or Event of Default has been cured or waived within such period). For purposes The Trustee will not be deemed to have knowledge of any Defaults or Events of Default unless written notice of an event, which is in fact a Default, has been delivered to the Trustee at its office specified in this paragraph, Indenture and such compliance shall be determined without regard to any period notice references the Notes and this Indenture and states that it is a “Notice of grace or requirement of notice provided under this IndentureDefault.”

Compliance Certificate. The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year of the Issuer, commencing with the Issuer’s fiscal year ending after the date in December of this Indenture, 2005 an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining Issuer, stating whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that or not to the best knowledge of his the signers thereof the Issuer or her knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not any Restricted Subsidiary is in default in the performance or and observance of any of the terms, provisions and conditions of this Indenture Section 5.01 or Sections 4.01 to 4.19, inclusive, and if the Security Documents (orIssuer shall be in Default, if a Default or Event of Default shall have occurred, describing specifying all such Defaults or Events of Default Defaults, the nature and status thereof of which he or she they may have knowledge and what action the Credit Parties are Issuer is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance Such determination shall be determined made without regard to notice requirements or periods of grace. (b) The Issuer shall deliver to the Trustee, as soon as possible and in any event no later than ten Business Days after the Issuer becomes aware of the occurrence of a Default or an Event of Default or an event which, with notice or the lapse of time or both, would constitute a Default or Event of Default, an Officers’ Certificate setting forth the details of such Default or Event of Default, and the action which the Issuer is taking or proposes to take with respect to such Default or Event of Default. (c) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year commencing with the Issuer’s fiscal year ending December of 2005, a written statement by the Issuer’s independent public accountants stating whether, in connection with their audit of the Issuer’s financial statements, any event which would constitute an Event of Default as defined herein insofar as they relate to accounting matters has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of grace or requirement of notice provided under this Indenturethe existence thereof.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, shall Company will deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Company and each Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties Company and each Guarantor have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are not in default no Default has occurred or is continuing in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Company and each Guarantor are taking or propose to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Indebtedness of the principal ofCompany or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, premiumthe Company will promptly (which shall be within 30 days following the date on which the Company becomes aware of such Default, if anyreceives notice of such Default or becomes aware of such action, or interestas applicable) send to the Trustee an Officers’ Certificate specifying such event, if any, on the Notes are prohibited or if such event has occurred, a description of the event its status and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturethereof.

Compliance Certificate. (a) The IssuerIssuer shall, on behalf so long as any of itself and each Guarantorthe Debt Securities are outstanding, shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureIssuer, an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the Issuer with a view to determining whether the Credit Parties have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions hereof, without regard to any grace period or requirement of notice required by this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are Issuer is taking or propose 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 which payments on account of the principal of, or premium, if any, or interest, if any, on the Notes Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Credit Parties Issuer are taking or propose to take with respect thereto. For purposes . (b) The Issuer shall, so long as any of this paragraphthe Debt Securities are outstanding, such compliance shall be determined without regard deliver to the Trustee within 30 days after the occurrence of any period Default or Event of grace or requirement of notice provided Default under this Indenture, an Officers’ Certificate specifying such Default or Event of Default, the status thereof and what action the Issuer are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Issuers and each Guarantor, shall deliver to the Trustee Subsidiary Guarantor (to the extent that such Guarantor Subsidiary Guarantors is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of and each fiscal year ending after the date of this Indentureduring which Notes are outstanding, an Officers' ’ Certificate stating that a review of the activities of the Company such Issuer or Subsidiary Guarantor and its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuers and the Subsidiary Guarantor, as the case may be, have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties Issuers and the Subsidiary Guarantors, as the case may be, have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action either of the Credit Parties are Issuers is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are applicable entity is taking or propose proposes to take with respect thereto. For purposes . (b) The Issuers shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Issuers are taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, Guarantor shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Officer’s Certificate that need not comply with Section 12.04 stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to a Responsible Officer of the Trustee, promptly upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The IssuerIssuer shall, on behalf so long as any of itself and each Guarantorthe Debt Securities are Outstanding, shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureIssuer, an Officers' Officer’s Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the Officers signing Officers the certificate with a view to determining whether the Credit Parties have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge of the Credit Parties have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions hereof, without regard to any grace period or requirement of notice required by this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that The Issuer shall, so long as any of the Debt Securities are Outstanding, deliver to the best Trustee as soon as possible and in any event within ten business days after the occurrence of his any Default or her knowledge no event has occurred and remains in existence by reason Event of which payments on account Default under this Indenture, an Officer’s Certificate specifying such Default or Event of Default, the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event status thereof and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indenturecommencing in 2015, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The IssuerCompany shall, on behalf so long as any of itself and each Guarantorthe Debt Securities are Outstanding, shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' Certificate Officer’s Certificate, on behalf of itself and each of the Subsidiary Guarantors, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the Managing Member with a view to determining whether each of the Credit Parties have Company and the Subsidiary Guarantors has kept, observed, performed performed, and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Credit Parties have Company and the Subsidiary Guarantors has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance that no Default or observance Event of any of the terms, provisions and conditions of this Indenture and the Security Documents Default exists (or, if a Default or Event of Default shall have occurredexists, describing all such existing Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are Company or any Subsidiary Guarantor is taking or propose proposes to take with respect thereto). (b) and that The Company shall, so long as any of the Debt Securities are Outstanding, deliver to the best Trustee within 30 days after the occurrence of his any Default or her knowledge no event has occurred and remains in existence by reason Event of which payments on account Default under this Indenture that is continuing, an Officer’s Certificate specifying such Default or Event of Default, the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event status thereof and what curative action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending (beginning with the first full fiscal year after the date Issue Date, which may be delivered within 150 days after the end of this Indenturesuch fiscal year), an Officers' Officer’s Certificate stating that a review in the course of the activities of performance by the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any Default or Event of Default and whether or not the terms, provisions and conditions signer knew of this Indenture and the Security Documents any Default or Event of Default that occurred during such period (orand, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuer or Guarantors are taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interest, if any, interest on the Secured Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuer or any Guarantor are taking or propose to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Secured Notes are outstanding, the Issuer will deliver to the Trustee, within 30 days of any Officer of the Issuer becoming aware of any Default or Event of Default (unless such compliance shall be determined without regard Default or Event of Default has been cured or waived during such 30-day period), an Officer’s Certificate specifying such Default or Event of Default, its status and what action the Issuer or the Guarantors are taking or propose to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee any Subsidiary Guarantors (to the extent that such Guarantor is Subsidiary Guarantors are so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and or conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are Outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company or any Guarantors shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom shall be the principal executive officer, principal financial officer, or principal accounting officer of the Company) with a view to determining whether the Credit Parties have Company has kept, observed, performed performed, and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed performed, and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions provisions, and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are Securities is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under under, and complied with the covenants and conditions contained in, this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are taking or propose to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or of interest, if any, on the Notes Securities are prohibited prohibited. One of the Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or if principal accounting officer. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of: (a) any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture; or (b) any event of default under any other mortgage, indenture or instrument as that term is used in Section 8.01(e), an Officers' Certificate specifying such Default, Event of Default or default. Immediately upon the occurrence of any event giving rise to an increase in the interest rate on the Securities in accordance with paragraph 11 of the form thereof or the termination of any such increase, the Company shall give the Trustee notice of such increase or termination, of the interest rate borne by the Securities after giving effect to such increase or termination and of the event giving rise to such increase or termination (such notice to be contained in an Officers' Certificate), and prior to receipt of such Officers' Certificate the Trustee shall be entitled to assume that no such increase or termination has occurred, a description of as the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturecase may be.

Compliance Certificate. The Issuer(a) So long as any of the Debt Securities are Outstanding, on behalf of itself and each Guarantor, the Issuers shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndenturePartnership, an Officers' Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Company Issuers and its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Issuers and their Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge such Officer’s knowledge, the Credit Parties Issuers and their Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the Security Documents date of such certificate there is no Default that has occurred and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (is continuing or, if a such signers do know of such Default, the certificate shall specify such Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action action, if any, the Credit Parties Issuers are taking or propose to take with respect thereto. (b) and that The Issuers shall, so long as any of the Debt Securities are Outstanding, deliver to the best of his or her knowledge no event Trustee within 30 days after the Issuers become aware (unless such Default has occurred and remains in existence by reason of which payments on account been cured before the end of the principal of, premium30-day period) of the occurrence of any Default an Officer’s Certificate specifying the Default and what action, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuers are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have each has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have each has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are each is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are Securities is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are each is taking or propose proposes to take with respect thereto. For purposes . (b) The Company will, so long as any of this paragraphthe Securities are outstanding, deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' Officer’s Certificate from the principal executive, principal financial or principal accounting officer, which complies with TIA Section 314(a)(4) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in that there is no default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, or interest or premium, if any, or intereston, if anythe Securities is prohibited, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (i) If any Default or Event of this paragraph, such compliance shall be determined without regard Default has occurred and is continuing or (ii) if any Holder seeks to exercise any period of grace or requirement of notice provided remedy hereunder with respect to a claimed Default under this IndentureIndenture or the Securities, within five Business Days after the Company becoming aware of such occurrence the Company shall deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. The Issuer, on behalf Each set of itself and each Guarantor, shall deliver financial statements delivered to a Purchaser (prior to the Trustee Closing Date) or holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer (the “Compliance Certificate”): (a) Covenant Compliance — setting forth the information from such financial statements that is required in order to establish whether the Obligors were in compliance with the requirements of Section 10.5 during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 23.2) as to the extent period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election; Lineage Logistics, LLC Note Purchase Agreement (b) Event of Default — certifying that such Guarantor is so required Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under the TIA)his or her supervision, within 90 days after the end of each fiscal year ending after the date of this Indenture, an Officers' Certificate stating that a review of the activities transactions and conditions of the Obligors and the Subsidiaries thereof from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and its Subsidiaries during the preceding fiscal year has been made under the supervision period of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge existence thereof and what action the Credit Parties are taking Obligors shall have taken or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.; and

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Officer’s Certificate stating that a review in the course of the activities of performance by the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any Default or Event of Default and whether or not the terms, provisions and conditions signer knew of this Indenture and the Security Documents any Default or Event of Default that occurred during such period (orand, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuer or Guarantors are taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuer or any Guarantor are taking or propose to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Issuer will deliver to the Trustee, within 30 days of any Officer of the Issuer becoming aware of any Default or Event of Default (unless such compliance shall be determined without regard Default or Event of Default has been cured or waived during such 30-day period), an Officer’s Certificate specifying such Default or Event of Default, its status and what action the Issuer or the Guarantors are taking or propose to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 95 days after the end of each fiscal year of the Company commencing with the Company's fiscal year ending after the date of this IndentureSeptember 30, 2003 an Officers' Certificate stating that a review Certificate, one of the activities signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether or not to the best knowledge of the signers thereof the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not any Restricted Subsidiary is in default in the performance or and observance of any of the terms, provisions and conditions of this Indenture Section 5.01 or Sections 4.01 to 4.19, inclusive, and if the Security Documents (orCompany shall be in default, if a Default or Event of Default shall have occurred, describing specifying all such Defaults or Events of Default defaults, the nature and status thereof of which he or she they may have knowledge and what action the Credit Parties are taking or propose to take with respect thereto) Company and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties Guarantors are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance Such determination shall be determined made without regard to notice requirements or periods of grace. (b) The Company shall deliver to the Trustee, as soon as possible and in any event no later than 10 Business Days after the Company becomes aware or should reasonably become aware of the occurrence of a Default or an Event of Default or an event which, with notice or the lapse of time or both, would constitute a Default or Event of Default, an Officers' Certificate setting forth the details of such Default or Event of Default, and the action which the Company is taking or proposes to take with respect to such Default or Event of Default. (c) The Company shall deliver to the Trustee, within 95 days after the end of each fiscal year, a written statement by the Company's independent public accountants stating whether, in connection with their audit of the Company's financial statements, any event which would constitute an Event of Default as defined herein insofar as they relate to accounting matters has come to their attention and, if such an Event of Default has come to their attention, specifying the nature and period of grace or requirement of notice provided under this Indenturethe existence thereof.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending and on or before 60 days after the date end of this Indenturethe first, second and third quarters of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Issuer and each Guarantor has kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties have Issuer and each Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties they are taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuer and any Guarantors are taking or propose to take with respect thereto. (b) The Issuer and any Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer and any Guarantors are taking or propose to take with respect thereto. (c) The Issuer’s fiscal year currently ends on December 31. For purposes The Issuer shall promptly provide written notice to the Trustee of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturechange in its fiscal year.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indenturecommencing in 2019, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, Company has observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Credit Parties have kept, Company has observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year (beginning with the year ending after the date of this IndentureDecember 31, 2016), an Officers' ’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default with respect to the Notes shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default with respect to the Notes, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year (beginning with the fiscal year ending after the date of this Indentureon December 31, 2021), an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and or the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee Trustee, (to the extent that such Guarantor is so required under the TIA), x) within 90 120 days after the end of each fiscal year ending after and (y) within five (5) Business Days of receipt of a written request from the date of this IndentureTrustee, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Indenture, and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the or any Security Documents Document (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. (b) [Intentionally Omitted]. (c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, as soon as possible and in any event within five (5) days after the Company becomes aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. For purposes The Trustee shall not be deemed to have a duty to monitor compliance by the Company, nor to have knowledge of this paragrapha Default or an Event of Default (other than a payment default on a scheduled interest payment date) unless a Responsible Officer of the Trustee receives written notice thereof, such compliance shall be determined without regard to any period stating that it is a notice of grace or requirement default and referencing the applicable section of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of Parent, the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether Parent, the Credit Parties Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, on behalf of Parent, the Credit Parties Issuer and their Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture during such fiscal year and the Security Documents no Default has occurred and are not in default in the performance or observance of is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason of which payments on account of the principal of, premium, if anyis continuing under this Indenture, or interestif the Trustee or the holder of any other evidence of Indebtedness of Parent or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, if any, on the Notes are prohibited Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or if certified mail or by facsimile transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or propose Issuer proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Default, Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults or Defaults, Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are Securities is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Securities are outstanding, deliver to the Trustee, forthwith upon any Officer of the Company becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 30 days after the end of each fiscal year ending after date the date of this Indentureannual financial information is required under Section 4.03(a)(1), an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer Officers signing such certificateOfficers’ Certificate, that to their knowledge, based on such review, the best of his or her knowledge Issuer and the Credit Parties Subsidiary Guarantors have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officers may have knowledge and what action the Credit Parties Issuer and the Subsidiary Guarantors are taking or propose to take with respect thereto). (b) and that to the best When any Default or Event of his or her knowledge no event Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the Holder of which payments on account any other evidence of Indebtedness of the principal ofIssuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default or Event of Default, premiumthe Issuer shall promptly (which shall be no more than 30 calendar days following the date on which the Issuer becomes aware of such Default or Event of Default, if anyreceives such notice or becomes aware of such action, or interestas applicable) send to the Trustee an Officers’ Certificate specifying such event, if any, on the Notes are prohibited or if such event has occurred, a description of the event its status and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date (or 120 days for the fiscal year ending December 31, an Officers' Certificate 2011), a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Issuer has kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, on behalf of the Credit Parties Issuer, the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture during such fiscal year and the Security Documents no Default has occurred and are not in default in the performance or observance of is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee or the holder of which payments on account any other evidence of Indebtedness of the principal ofIssuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, premium, if any, the Issuer shall promptly (which shall be no more than ten Business Days after becoming aware of such Default) deliver to the Trustee by registered or interest, if any, on the Notes are prohibited certified mail or if by facsimile transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or propose Issuer proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee Trustee, on or before 105 days after the end of the Issuer’s fiscal year (to the extent that such Guarantor is so required under the TIA), within 90 fiscal year ending August 31) and on or before 60 days after the end of each of the first, second and third fiscal year ending after the date of this Indenturequarters in each such fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance . (b) The annual financial statements delivered pursuant to Section 4.02 shall be determined without regard accompanied by a written report addressed to the Trustee of the Issuer’s independent accountants (who shall be a firm of established national reputation satisfactory to the Trustee) stating that in conducting their audit of such financial statements nothing has come to their attention that would lead them to believe that a Default or Event of Default has occurred under this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any period Person for any failure to obtain knowledge of grace any such violation. (i) If any Default or requirement Event of notice provided Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed default under this IndentureIndenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 12.02 hereof, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such Default or Event of Default, notice or other action, the status thereof and what action the Issuer is taking or proposes to take within five Business Days of its becoming aware of such occurrence. (d) The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after (which, on the date of this Indenturehereof, is a calendar year), an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in or otherwise forming a part of this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are of any series is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period of grace or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4). (b) The Company shall, so long as any of the Notes of a series are outstanding, deliver to the Trustee, forthwith and in any event within 30 days upon any Officer becoming aware of, in respect of the Notes of such series, any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indenture(which fiscal year initially ends December 31, 2016), an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, not more than 30 days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year, commencing with the fiscal year ending after the date of this IndentureDecember 31, 2016, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premiumPrepayment Premium on, if any, or interestinterest on, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsSupplemental Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Supplemental Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Supplemental Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The IssuerPartnership shall, on behalf so long as any of itself and each Guarantorthe Debt Securities are outstanding, shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndenturePartnership, an Officers' ’ Certificate stating (i) that a review of the activities of the Company Partnership and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the General Partner on behalf of the Partnership with a view to determining whether the Credit Parties have Partnership has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, (ii) that as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Partnership has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions hereof, without regard to any grace period or requirement of notice required by this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are Partnership, is taking or propose proposes to take with respect thereto) and (iii) that to the best of his or her knowledge no event has occurred and remains in existence is continuing by reason of which payments on account of the principal of, or premium, if any, or interest, if any, on the Notes Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Credit Parties are Partnership is taking or propose proposes to take with respect thereto. For purposes . (b) The Partnership shall, so long as any of this paragraphthe Debt Securities are outstanding, such compliance shall be determined without regard deliver to the Trustee within 30 days after the occurrence of any period Default or Event of grace or requirement of notice provided Default under this Indenture, an Officers’ Certificate specifying such Default or Event of Default, the status thereof and what action the Partnership is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of Parent, the Company Issuer and its their Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether Parent, the Credit Parties Issuer and their Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, on behalf of Parent, the Credit Parties Issuer and their Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture during such fiscal year and the Security Documents no Default has occurred and are not in default in the performance or observance of is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason of which payments on account of the principal of, premium, if anyis continuing under this Indenture, or interestif the Trustee or the holder of any other evidence of Indebtedness of Parent or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, if any, on the Notes are prohibited Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or if certified mail or by facsimile or electronic transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or propose Issuer proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. The IssuerEach of the Issuers and any Subsidiary Guarantor shall, on behalf so long as any of itself and each Guarantorthe Debt Securities are Outstanding, shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the Officers signing Officers the certificate with a view to determining whether each of the Credit Parties have Issuers and any Subsidiary Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Credit Parties have Issuers and any Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions hereof, without regard to any grace period or requirement of notice required by this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are Issuers or any Subsidiary Guarantor is taking or propose 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 which payments on account of the principal of, or premium, if any, or interest, if any, on the Notes Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Credit Parties are Company or any Subsidiary Guarantor is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 (x) 120 days after the end of each fiscal year ending after and (y) within seven (7) Business Days of receipt of a written request from the date of this IndentureTrustee, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, the Intercreditor Agreement and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Indenture, the Intercreditor Agreement and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the or any Security Documents Document (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. (b) [Intentionally Omitted]. (c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, as soon as possible and in any event within five (5) Business Days after the Company becomes aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. For purposes The Trustee shall not be deemed to have a duty to monitor compliance by the Company, nor to have knowledge of this paragrapha Default or an Event of Default (other than a payment default on a scheduled interest payment date) unless a Responsible Officer of the Trustee receives written notice thereof, such compliance shall be determined without regard to any period stating that it is a notice of grace or requirement default and referencing the applicable section of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Parent Guarantor shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' ’ Certificate stating that a review of the activities of the Company Parent Guarantor and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Parent Guarantor and the Company have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge actual knowledge, each of the Credit Parties have Parent Guarantor and the Company has kept, observed, performed and fulfilled each and every covenant contained in its obligations under this Indenture and the Security Documents and are is not in default in the performance or observance of any of the material terms, provisions and conditions of this Indenture and the Security Documents Indenture, in each case, so as not to result in any Default or Event of Default (or, if a Default or Event of Default shall have occurredoccurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose to take with respect thereto). (b) and that to the best The Parent Guarantor shall, so long as any of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited outstanding, deliver to the Trustee, on or if such event has occurred, a description before the 30th day after it becomes aware of the event occurrence and continuance of any Default or Event of Default, unless such Default or Event of Default has been cured before the end of the 30-day period, an Officers’ Certificate specifying such Default or Event of Default and what action the Credit Parties are Parent Guarantor is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year, commencing with the Issuer’s fiscal year ending after the date of this IndentureDecember 31, 2017, an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties Issuer and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties they are taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuer and the Guarantors is taking or propose to take with respect thereto. (b) The Issuer and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default, an Officers’ Certificate specifying such Default and what action the Issuer and the Guarantors are taking or propose to take with respect thereto. (c) The Issuer’s fiscal year currently ends on December 31. For purposes The Issuer will provide written notice to the Trustee of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturechange in its fiscal year.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have each has kept, observed, performed and fulfilled their its obligations under this Indenture and (including, with respect to any Restricted Payments made during such year, the Security Documentsbasis upon which the calculations required by Section 4.7 hereof were computed, which calculations may be based upon the Company’s latest available financial statements), and further stating, as to each such the Officer signing such certificate, that that, to the best of his or her knowledge the Credit Parties have keptknowledge, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are entity is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon (and in any event no later than 5 Business Days after) becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' ’ Certificate stating that (i) a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining determine whether the Credit Parties have Company has kept, observed, performed and fulfilled their all of its obligations under this Indenture and the Security DocumentsNotes, (ii) such review was supervised by the Officers of the Company signing such certificate, and further stating, as (iii) that to the best knowledge of each such Officer signing such certificate, that to (a) the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she each such Officer may have knowledge and what action the Credit Parties are taking Company has taken or propose proposes to take with respect thereto), and (b) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or premium, if any, or interestinterest on, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenturehereunder. The Company will, so long as any of the Notes are outstanding, deliver to the Trustee, promptly after (but not later than 30 days after becoming aware of such Default or Event of Default) any Officer of the Company becomes aware of such Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto (unless such Default or Event or Default has been cured or waived within such 30-day period).

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Borrower shall deliver furnish to the Trustee Administrative Agent (either physically or through electronic delivery reasonably acceptable to the extent that such Guarantor is so required under the TIAAdministrative Agent), within 90 95 days after the end of each fiscal year ending after the date of this Indenturequarter, an Officers' ’ Certificate stating that a review of the activities of the Company Borrower and its Subsidiaries during the preceding fiscal year quarter has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Borrower has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsAgreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Borrower has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Agreement and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents Agreement (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Borrower is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are Loans is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Borrower is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this IndentureAgreement. (b) The Borrower shall, so long as any of the Loans are outstanding, deliver to the Administrative Agent, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Borrower is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA), within 90 120 days after the end of each fiscal year (beginning with the fiscal year ending after the date of this IndentureDecember 31, 2020), an Officers' Officer’s Certificate stating that a review in the course of the activities of performance by the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge the Credit Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any Default or Event of Default and whether or not the terms, provisions and conditions signer knew of this Indenture and the Security Documents any Default or Event of Default that occurred during such period (orand, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuer or Guarantors are taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuer or Guarantors are taking or propose to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Issuer will deliver to the Trustee, within 30 days of any Officer becoming aware of any Default or Event of Default (unless such compliance shall be determined without regard Default or Event of Default has been cured or waived during such 30-day period), an Officer’s Certificate specifying such Default or Event of Default, its status and what action the Issuer or the Guarantors are taking or propose to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under under, and complied with the covenants and conditions contained in, this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she such Officer may have knowledge and what action the Credit Parties are taking or propose to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or of interest, if any, on the Notes Securities are prohibited or if such event has occurred, a description prohibited. One of the event and what action the Credit Parties are taking or propose to take with respect thereto. For purposes of this paragraph, Officers signing such compliance Officers' Certificate shall be determined without regard either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of: (a) any period Default, Event of grace Default or requirement default in the performance of notice provided under any covenant, agreement or condition contained in this Indenture; or (b) any event of default under any other mortgage, indenture or instrument as that term is used in Section 501(7), an Officers' Certificate specifying such Default, Event of Default or default.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and 61 -55- what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so would be required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indenturecommencing in 2026, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have kept, Company has observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Credit Parties have kept, Company has observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, promptly upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Officer’s Certificate (that need not comply with Section 12.4 and 12.5) signed by the chief executive officer, the chief financial officer, or the chief accounting officer, stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties have each has kept, observed, performed and fulfilled their its obligations under this Indenture and (including, with respect to any Restricted Payments made during such year, the Security Documentsbasis upon which the calculations required by Section 4.7 hereof were computed, which calculations may be based upon the Issuer’s latest available financial statements), and further statingstating that, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have keptknowledge, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are entity is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto. For purposes The Issuer shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Issuer is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate stating that a review of the activities of the Company Company, Parent Guarantor and its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Company, Parent Guarantor and their Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Credit Parties Company, Parent Guarantor and their Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the 39 principal of, premium, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) Each of this paragraphthe Company, such compliance the Parent Guarantor and the Subsidiary Guarantors, shall be determined without regard otherwise comply with TIA Section 314(a)(4). (c) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any period Default or Event of grace Default, its status and what action the Company is taking or requirement of notice provided under this Indentureproposes to take with respect thereto.

Compliance Certificate. The Issuer, on behalf following covenant replaces Section 9.6 of itself and each Guarantor, the Base Indenture with respect to the Notes: (a) The Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate ’ Certificate, one of the signatories of which is the Company’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this the Indenture and the Security Documents Notes and are is not in default in the performance or observance of any of the terms, provisions and conditions of this the Indenture and the Security Documents Notes (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal Principal of, premium, if any, Interest or interestany other amounts due, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate that need not comply with Section 12.05 stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, interest or interestSpecial Interest, if any, on on, the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself (a) Services and each Guarantor, CCPR shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this IndentureServices and CCPR, an Officers' Certificate stating that (i) a review of the activities of the Company Services, CCPR and its their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Services and CCPR have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and (ii) further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge the Credit Parties have knowledge, Services and CCPR have, in all material respects, kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are taking Services or propose CCPR has taken or proposes to take with respect thereto) and that (iii) to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interestand accrued and unpaid interest on, and Liquidated Damages, if any, on with respect to the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Services or CCPR is taking or propose proposes to take with respect thereto. For purposes . (b) Services and CCPR shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action Services and CCPR is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 135 days after the end of each fiscal year ending after of the date of this IndentureCompany, an Officers' ’ Certificate stating that (i) a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining determine whether the Credit Parties have Company has kept, observed, performed and fulfilled their all of its obligations under this Indenture and the Security DocumentsNotes, (ii) such review was supervised by the Officers of the Company signing such certificate and further stating, as (iii) that to the knowledge of each such Officer signing such certificate, that to (a) the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she each such Officer may have knowledge and what action the Credit Parties are taking Company has taken or propose proposes to take with respect thereto), and (b) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or premium, if any, or interestinterest on, if any, on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under hereunder. The Company will, so long as any of the Notes are outstanding, deliver to the Trustee, by the date that is the later of (i) 30 days after the occurrence of any Default or Event of Default and (ii) within 10 days after any Officer of the Company becomes aware of such Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. The Company shall deliver to the Trustee such other information or documents reasonably requested by the Trustee in connection with the compliance by the Trustee or the Company with this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself Issuers and each Guarantor, shall deliver to the Trustee Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is required to do so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of and each fiscal year ending after the date of this Indentureduring which Notes are outstanding, an Officers' ’ Certificate stating that a review of the activities of the Company such Issuer or Subsidiary Guarantor and its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuers and the Subsidiary Guarantor, as the case may be, have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties Issuers and the Subsidiary Guarantors, as the case may be, have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action either of the Credit Parties are Issuers is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are applicable entity is taking or propose proposes to take with respect thereto. For purposes . (b) The Issuers shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Issuers are taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. The Issuer, on behalf of itself and each Guarantor, (a) Parent shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Parent and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether Parent and the Credit Parties Issuer have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties knowledge, on behalf of Parent, Parent and its Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition and covenant contained in this Indenture during such fiscal year and the Security Documents no Default has occurred and are not in default in the performance or observance of is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Parent is taking or propose proposes to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason of which payments on account of the principal of, premium, if anyis continuing under this Indenture, or interestif the Trustee or the holder of any other evidence of Indebtedness of Parent, if anythe Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, on Parent shall promptly (which shall be no more than thirty days after becoming aware of such Default) deliver to the Notes are prohibited Trustee by registered or if certified mail or by facsimile transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or propose Parent proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. (b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance The Company also shall be determined without regard to any period of grace or requirement of notice provided under this Indenturecomply with TIA § 314(a)(4).

Compliance Certificate. The Issuer, on behalf (a) Each of itself the Issuers and each Guarantor, shall deliver to the Trustee Note Guarantor (to the extent that such Note Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuers have kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuers are taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuers are taking or propose to take with respect thereto. For purposes . (b) The Issuers shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate from each Issuer specifying such compliance shall be determined without regard Default or Event of Default and what action the Issuers are taking or propose to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' Certificate signed by the principal financial officer, the principal executive officer or principal accounting officer stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Company and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have kept, observed, performed Company and fulfilled each and every covenant contained in this Indenture and the Security Documents and its Subsidiaries are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurredoccurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes The Company shall provide the Trustee with timely written notice of this paragraphany change in its fiscal year end, which is currently the last Wednesday of the calendar year. (b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, as soon as possible (and in any event within five Business Days after the Company becomes aware) of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after (which as of the date of this IndentureIssue Date is December 31), an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year and of their performance under this Indenture has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Company and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties Company and its Subsidiaries have kept, observed, performed and fulfilled each and been in compliance with every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions provisions, obligations and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company shall otherwise comply with TIA §314(a)(2). (c) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of this paragraphan Officers' Certificate of any Event of Default, such compliance shall be determined without regard its status and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Issuer and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, beginning with the fiscal year ending after the date of this IndentureDecember 31, 2014, an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto). (b) and that to the best So long as any of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Notes are prohibited or if such event has occurredoutstanding, a description upon any Officer of the event issuer becoming aware of any Default or Event of Default, the Issuer shall deliver to the Trustee a written statement specifying such Default or Event of Default and what action the Credit Parties are Issuer is taking or propose proposes to take with respect thereto. For purposes thereto within 30 days after such Officer becomes aware of this paragraphthe occurrence and continuance of such Event of Default, unless such compliance shall be determined without regard to any period Default or Event of grace or requirement Default has been cured before the end of notice provided under this Indenturethe 30-day period.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Company shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending and on or before 45 days after the date end of this Indenturethe first, second and third quarters of each fiscal year, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Com pany) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and, in the case of Restricted Payments, listing all Restricted Payments for such quarter, and the Security Documents and are is not in default in the performance perfor m▇▇▇▇ or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents condi tions hereof (or, if a Default or Event of Default shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are each is taking or propose 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 which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are prohibited prohib ited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Company will, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Issuers and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIATrust Indenture Act) shall deliver to the Trustee (with a copy to the Registrar), within 90 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' Certificate a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company Issuers and its their Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Issuers have kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuers are taking or propose to take with respect thereto). (b) and that to the best of his or her knowledge no event When any Default has occurred and remains in existence by reason is continuing under this Indenture, or if the Trustee, the Notes Collateral Agent or the holder of which payments on account any other evidence of Indebtedness of the principal ofIssuers or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, premium, if any, or interest, if any, on the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee (with a copy to the Notes are prohibited Collateral Agent) by registered or if certified mail or delivered by electronic transmission an Officer’s Certificate specifying such event has occurred, a description of the event and what action the Credit Parties are taking or Issuers propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indentureyear, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security Documentssecurity documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents security documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and or the Security Documents security documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, interest or interestSpecial Interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, within five Business Days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period take with respect thereto, unless such Default or Event of grace or requirement Default has been cured before the end of notice provided under this Indenturesuch five Business Day period.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, Guarantor shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year (beginning with the fiscal year ending after the date of this IndentureDecember 31, 2011), an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and and, follo9wing the satisfaction of the Assumption Conditions, the Parity Lien Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and Indenture, and, following the satisfaction of the Assumption Conditions, the Parity Lien Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and or, following the satisfaction of the Assumption Conditions, the Parity Lien Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interestinterest on, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) [Reserved.] (c) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuers shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this IndentureIssue Date, an Officers' ’ Certificate (that need not comply with Section 12.05) signed by a principal executive, principal financial or principal account Officers, stating that a review of the activities of the Company Parent and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties Issuers have kept, observed, performed and fulfilled their obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuers are taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interestinterest on, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuers are taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Parent will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Parent is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself Company and each Guarantor, shall deliver to the Trustee Guarantor (to the extent that such Guarantor is so required under the TIA)) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the date of this Indenture(which fiscal year is currently set to end on each December 31), an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premiumpremium on, if any, or interestinterest or Special Interest, if any, on on, the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuers shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 120 days after the end of each fiscal year ending after the date of this IndentureInitial Issuance Date, an Officers' ’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) The Issuers shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, within 10 days of any of their respective Officers becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuers shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 days after the end of each fiscal year ending after the date of this IndentureDecember 31, 2005, an Officers' ’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Credit Parties have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and the Security DocumentsIndenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Credit Parties have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Security Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties are Company is taking or propose 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 which payments on account of the principal of, premium, if any, or interest, if any, interest on the Notes are prohibited or if such event has occurred, a description of the event and what action the Credit Parties are Company is taking or propose proposes to take with respect thereto. For purposes . (b) [Reserved]. (c) The Issuers shall, so long as any of this paragraphthe Notes are outstanding, deliver to the Trustee, forthwith upon any of their respective Officers becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Company is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.

Compliance Certificate. (a) The Issuer, on behalf of itself and each Guarantor, Issuer shall deliver to the Trustee (to the extent that such Guarantor is so required under the TIA)Trustee, within 90 one hundred-twenty (120) days after the end of each fiscal year of the Issuer, commencing with the fiscal year ending after the date of this IndentureSeptember 30, 2025, an Officers' Officer’s Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries the Guarantors during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Credit Parties Issuer and the Guarantors have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents, Collateral Documents and further stating, as to each such the Officer signing such certificateOfficer’s Certificate, that to the best of his or her knowledge knowledge, based on such review, the Credit Parties Issuer and the Guarantors have during the preceding fiscal year kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Collateral Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and or the Security Collateral Documents (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Credit Parties Issuer and the Guarantors, as applicable, are taking or propose to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Notes are is prohibited or if such event has occurred, a description of the event and what action the Credit Parties Issuer and the Guarantors, as applicable, are taking or propose to take with respect thereto. For purposes . (b) So long as any of this paragraphthe Notes are outstanding, the Issuer shall deliver to the Trustee, as soon as possible, but in any event within thirty (30) days of the Issuer becoming aware of the occurrence of any Default or Event of Default, an Officer’s Certificate specifying such compliance shall be determined without regard Default or Event of Default and what action the Issuer is taking or proposes to any period of grace or requirement of notice provided under this Indenturetake with respect thereto.