Common use of Compliance Certificate Clause in Contracts

Compliance Certificate. (a) The Issuers and each 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, an Officers’ Certificate stating that a review of the activities of each 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Subsidiary Guarantors shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers and its the Restricted Subsidiaries of the Partnership during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their respective obligations under this IndentureIndenture and the Guarantees, respectively, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of such Issuers and such Subsidiary Guarantors, as the Issuers have case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action such Issuer or such Subsidiary Guarantor, as the Issuers are case may be, 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action such Issuer or such Subsidiary Guarantor, as the Issuers are case may be, is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Suburban Propane and each Guarantor Finance Corp. (to the extent that such Guarantor Finance Corp. is so required under the TIATrust Indenture Act) shall deliver to the Trustee, within 90 95 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer Suburban Propane 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 Issuers have Suburban Propane has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Suburban Propane has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Suburban Propane 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes Securities is prohibited or if such event has occurred, a description of the event and what action the Issuers are Suburban Propane is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Each of the Issuers and each any Subsidiary Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are Outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Partnership, an Officers’ Certificate stating that a review of the activities of each Issuer the Partnership 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 Issuers have and any Subsidiary Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have and any Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Partnership or any Subsidiary Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each any Subsidiary Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are Outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers’ Certificate signed by the Company’s principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of each Issuer the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer of the Company with a view to determining whether each of the Issuers have Company and any Subsidiary Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have Company and any Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are Company 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Company or any Subsidiary Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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 yearyear commencing in 2024, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have kept, Company has observed, performed and fulfilled their its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Issuers have kept, Company has observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers 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 Issuers Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 ninety (90) days after the end of each fiscal year, an Officers’ Certificate Officer’s Certificate, signed by the Company’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, stating that a review of the activities of each Issuer 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 Issuers have Company and each obligor under the Notes and this Indenture has kept, observed, performed and fulfilled their its obligations under this Indenturethe Note Documents, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company and each such obligor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture the Note Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture the Note Documents (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Company or such obligor 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 ofprincipal, or premium, if any, or interest and Liquidated Damages, if anyinterest, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company or such obligor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Suburban Propane and each Guarantor Finance Corp. (to the extent that such Guarantor Finance Corp. is so required under the TIATrust Indenture Act) shall deliver to the Trustee, within 90 95 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer Suburban Propane 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 Issuers have Suburban Propane has kept, observed, performed and fulfilled their its obligations under this Supplemental Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Suburban Propane has kept, observed, performed and fulfilled each and every covenant contained in this Supplemental Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Supplemental Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Suburban Propane 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Suburban Propane is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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 yearyear ending after the Issue Date, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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 premiumpremium on, if any, or interest and Liquidated Damagesor Additional Interest, if any, on on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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 yearyear (which on the date hereof ends on December 31) after the date of this Indenture, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, based on such review, the Issuers have kept, observed, performed and fulfilled each and every covenant and obligation contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 ninety (90) days after the end of each fiscal year, an Officers’ Certificate Officer’s Certificate, signed by the Company’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, stating that a review of the activities of each Issuer 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 Issuers have Company and each obligor under the Notes and this Indenture has kept, observed, performed and fulfilled their its obligations under this Indenturethe Note Documents, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company and each such obligor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture the Note Documents and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture the Note Documents (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Company or such obligor 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 ofor Aggregate Accreted Principal Amount, or premium, if any, or interest and Liquidated Damages, if anyinterest, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company or such obligor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each Guarantor guarantor of any Series of Notes (to the extent that such Guarantor guarantor is so required under the TIA) shall deliver to the TrusteeTrustee with respect to such Series, within 90 120 days after the end of each fiscal year, an Officers’ Officer’s Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer, stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Company is taking or propose proposes to take with respect thereto) (or if the Company shall not be in compliance with its obligations under this Indenture, specifying such non-compliance and the nature and status thereof of which such signer may have knowledge) 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within Trustee on or before 90 days after the end of each fiscal yearyear of the Company (commencing with the fiscal year ended December 31, 2019) and on or before 45 days after the end of the first, second and third quarters of each fiscal year of the Company, an Officers’ Certificate which complies with TIA Section 314(a)(4) stating that a review of the activities of each Issuer 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 Issuers have each has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have each has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are each is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to Partnership shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are Outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Partnership, an Officers’ Certificate Certificate, on behalf of itself and each of the Subsidiary Guarantors, stating that a review of the activities of each Issuer the Partnership and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the General Partner with a view to determining whether each of the Issuers have Partnership and the Subsidiary Guarantors has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have Partnership and the Subsidiary Guarantors has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are Partnership 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Partnership or any Subsidiary Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Issuer and each 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, an Officers’ Certificate stating that a review of the activities of each Issuer and such obligor and, as applicable, its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have such obligor has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have such obligor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are such obligor 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are such obligor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) shall shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers and its Xxxxx Energy Partners’ Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are 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 (or, if a Default or Event of Default has 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 Issuers are taking or propose to take with respect thereto) and that ). The Trustee shall be entitled to assume the Issuer’s fiscal year ends on December 31 of each year unless the Issuer provides written notice 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 and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect theretocontrary.

Compliance Certificate. (a) The Issuers Company and each Guarantor (to the extent that such Guarantor is so required under the TIATIA (to the extent this Indenture is so qualified thereunder)) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer Holdings, 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 Holdings, the Issuers have Company and its Restricted Subsidiaries has kept, observed, performed and fulfilled their respective obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge Holdings, the Issuers have Company and its Restricted Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action Holdings, the Issuers are Company or such Restricted Subsidiary 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 premiumpremium on, if any, or interest and Liquidated Damagesor Additional Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action Holdings, the Issuers are Company or such Restricted Subsidiary is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Each of the Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Parent shall deliver to the Trustee, within 90 sixty (60) days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Parent, the 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 each of the Parent, the Issuers have and their respective Subsidiaries has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have Parent, each Issuer and their respective Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action each of the Issuers are Parent, each Issuer and their respective Subsidiaries 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, of or interest and or Liquidated Damages, if any, on the Notes is are prohibited (or if such event has occurred, a description of the event and what action the Issuers are each is taking or propose proposes to take with respect thereto).

Compliance Certificate. (a) The Issuers Company and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto. For purposes this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer the 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 Issuers have kept, observed, performed and fulfilled their obligations under this IndentureIndenture (including with respect to any Restricted Payments made during such year, the basis upon which the calculations required by Section 4.07 were computed (which calculations may be based upon Consoltex Group's latest available financial statements)), and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The In lieu of the Officers’ Certificate required by Section 4.05 of the Original Indenture, the Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Subsidiary Guarantors shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer the Partnership 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, financial or accounting officer of each Issuer and Subsidiary Guarantor) with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this the Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this the Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Issuer shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear (commencing with the fiscal year ending December 31, 2020), an Officers’ Officer’s Certificate stating that a review of the activities of each the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether each of the Issuers have Issuer and its Restricted Subsidiaries has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have Issuer and its Subsidiaries, during such preceding fiscal year, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action each of the Issuers are Issuer and its Restricted Subsidiaries 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each of the Issuers are Issuer and its Restricted Subsidiaries 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 or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Issuers and each Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Issuers, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers and its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the General Partner with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 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, or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Each of the Issuers and each any Subsidiary Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are Outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Partnership, an Officers’ Certificate stating that a review of the activities of each Issuer the Partnership 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 Issuers have and any Subsidiary Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have and any Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Partnership or any Subsidiary Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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 and on or before 50 days after the end of the first, second and third quarters of each fiscal year, an Officers’ ' Certificate (one of the signers on behalf of each of the Issuers of which shall be the principal executive officer, principal financial officer or principal accounting officer of such Issuer) stating that a review of the activities of each Issuer the Issuers and its their 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Parent shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Parent, an Officers’ Certificate complying with TIA Section 314(a)(4) stating that a review of the activities of each Issuer the 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 Issuers Parent and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers Parent and its subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge knowledge). The Parent will, so long as any 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 Issuers are Parent 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 and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear (without the need for any request by the Trustee) and (at any time) within 14 days of a request by the Trustee therefor, an Officers’ Officer’s Certificate stating that a review of the activities of each Issuer the Issuer, the Parent and its Subsidiaries during the preceding fiscal year or, as the case may be, during the 12-month period ending on the date of such request, has been made under the supervision of the signing Officers Officer who would normally have knowledge of any default, with a view to determining whether each of the Issuers have Issuer and the Parent and its Subsidiaries has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have keptIssuer and the Parent and its Subsidiaries is not (and has not been since the date of the last such certificate, observedor if none, performed and fulfilled each and every covenant contained since the Issue Date) in this Indenture and are not in default Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Issuer and/or the Parent 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 and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto).

Compliance Certificate. (a) The In lieu of the Officers' Certificate required by Section 4.05 of the Original Indenture, the Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Subsidiary Guarantors shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Partnership 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, financial or accounting officer of each Issuer and Subsidiary Guarantor) with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this the Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this the Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. So long as any Obligation remains outstanding, Issuer shall deliver to each Holder, (a) The Issuers and each 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 yearyear of Issuer, an Officers’ Certificate stating that a review of the activities of each Issuer and its Subsidiaries the Note Parties during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers Note Parties have kept, observed, performed and fulfilled their obligations under this IndentureAgreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers Note Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture the Note Documents to which they are respectively parties and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture such Note Documents (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto, and (b) as soon as possible and in any event within 14 days after Issuer becomes aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action that Issuer proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers have Company and each Guarantor has kept, observed, performed and fulfilled their its obligations under this IndentureIndenture 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 Issuers have Company and each Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Security Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company or such Guarantor, as the case may be, is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Each Issuer shall deliver to the Trustee, within 90 ninety (90) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2011, an Officers’ Certificate stating that, in the course of the performance of his or her duties as an officer of the Company, he or she would normally have knowledge of any default by the Issuers in the performance of any of their obligations contained in this Indenture and that a review of the activities of each 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 Issuers have each Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have each Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, or premium, if any, premium or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate ' Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, stating that a review of the activities of each Issuer 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 Issuers have Company and each Restricted Subsidiary has kept, observed, performed and fulfilled their its obligations under this IndentureIndenture (including with respect to any Restricted Payments made during such year, the basis upon which the calculations required by Section 4.07 hereof were computed, which calculations may be based on the Company's latest available financial statements), and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Issuers have Company and each Restricted Subsidiary has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Company and each Restricted Subsidiary, as the case may be, 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company and each Restricted Subsidiary, as the case may be, is taking or propose proposes to take with respect thereto.

Compliance Certificate. (ai) The Issuers Company and each Guarantor shall (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers 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 Issuers Issuer and each 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, an Officers’ Certificate stating that a review of the activities of each the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes Securities of any series is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto. For purposes of this Section 4.04, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Compliance Certificate. (a) The Issuers Company and each the 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, 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 each Issuer 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 Issuers have Company and each obligor under the Notes and this Indenture has kept, observed, performed and fulfilled their its obligations under this Indenture, the Notes and the Note Guarantee and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company and each such obligor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Indenture, the Notes and are the Note Guarantee and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture Indenture, the Notes and the Note Guarantee (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Company or such obligor 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, Interest or premium, if any, or interest and Liquidated Damagesany other amounts due, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company or such obligor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Each of the Company and each the Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer and its Subsidiaries the Company or the Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers of the Company and the Guarantor with a view to determining whether the Issuers Company or the Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company or the Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are Company or the 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Company or the Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Issuer and each 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, an Officers’ Certificate stating that that, in the course of the performance by the signer of his or her duties as an Officer, he or she would normally have notice of a default by Solera or the Issuer in the performance of any obligations contained in this Indenture, a review of the activities of each Issuer Solera and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of Solera and the Issuers have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of Solera and the Issuers have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action actions Solera and the Issuers Issuer 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, or premiumpremium on, if any, or interest and Liquidated Damagesinterest, if any, on on, the Notes is prohibited or if such event has occurred, a description of the event and what action actions Solera and the Issuers Issuer are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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 yearyear commencing in 2014, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers 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 Issuers and each Guarantor (to Issuer shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Issuer, an Officers’ Certificate stating that a review of the activities of each the 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 Issuers have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers Issuer are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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 yearquarter, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to Partnership shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Partnership, an Officers’ Certificate stating (i) that a review of the activities of each Issuer the 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 Issuers have Partnership has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, (ii) that as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Partnership has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Partnership is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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 yearyear commencing in 2015, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers 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 Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall shall, so long as any Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Partnership, an Officers’ Officer’s Certificate stating that a review of the activities of each Issuer the Issuers and its the Subsidiaries of the Partnership during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuers and any Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action knowledge). The Partnership will, so long as any of the Issuers Securities are taking or propose to take with respect thereto) and that outstanding, deliver to the best Trustee, promptly upon becoming aware of his any Default or her knowledge no event has occurred and remains in existence by reason Event of which payments on account Default, an Officer’s Certificate specifying such Default or Event of the principal of, or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event Default and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) shall shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers and its Hxxxx Energy Partners’ Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are 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 (or, if a Default or Event of Default has 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 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, or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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 of the Company (which fiscal year, on the date of this Indenture, ends on September 30), an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this IndentureIndenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge actual knowledge, based on such review, the Issuers have Company has during the preceding fiscal year kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Collateral Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Each of the Issuers and each 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, an Officers’ ' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of such Issuer or such Guarantor, as the case may be) complying with Section 314(a)(4) of the TIA stating that a review of the activities of each such Issuer and its Subsidiaries or such Guarantor, as the case may be, during the preceding such fiscal year has been made under the supervision of the signing Officers with a view to determining whether such Issuer or such Guarantor, as the Issuers have case may be, has kept, observed, performed and fulfilled their its obligations under the Collateral Documents and this IndentureIndenture in all material respects, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge such Issuer or such Guarantor, as the Issuers have case may be, has kept, observed, performed and fulfilled each and every covenant contained in the Collateral Documents and this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions thereof or hereof (determined without regard to any period of this Indenture (grace or requirement of notice provided herein), or, if a Default or Event of Default has shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action such Issuer or such Guarantor, as the Issuers are case may be, 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 and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Each of the Issuers and each any Subsidiary Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are Outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have and any Subsidiary Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Issuers have and any Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Company or any Subsidiary Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Each Issuer and each Guarantor (to the extent that such Guarantor is so required under the TIATrust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear ending after the Issue 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 each the 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 Issuers Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, on behalf of the Issuers 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 are not in default in the performance or observance of no Default has occurred and is continuing with respect to any of the terms, provisions provisions, covenants and conditions of this Indenture (or, if a Default or Event of Default has occurredshall have occurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto).

Compliance Certificate. (a) The Issuers and each 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, an Officers’ Certificate stating that a review of the activities of each Issuer the 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto. Except with respect to notice of a Default or Event of Default contained in the Officer’s Certificate delivered to it pursuant to this Section 4.04, the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance with, or the breach of any representation, warranty or covenant made in this Indenture.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture herein; and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto) and 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Issuer, on behalf of itself and each Guarantor Guarantor, shall deliver to the Trustee (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 yearyear ending after the date of this Indenture, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers Credit Parties have kept, observed, performed and fulfilled their obligations under this IndentureIndenture 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 Issuers 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 has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is are prohibited or if such event has occurred, a description of the event and what action the Issuers 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 Issuers Company and each 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 yearyear of the Company, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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 yearyear commencing in 2019, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have kept, Company has observed, performed and fulfilled their its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Issuers have kept, Company has observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers 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 Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Parent shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear ending after the Issue Date, an Officers’ Certificate stating (i) that a review of the activities of each Issuer the Parent 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 Issuers Parent and the Issuer have kept, observed, performed and fulfilled their obligations under this IndentureIndenture and the other Note Documents, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Issuers Parent and the Issuer have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the other Note Documents applicable to them and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture thereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Parent and/or the Issuer, as applicable, is taking or propose proposes to take with respect thereto) and (ii) either (x) that all action has been taken with respect to the best recording, filing, re-recording and refiling of his this Indenture and all amendments, supplemental indentures, financing statements, continuation statements and other documents, as are necessary to maintain the perfected Liens created under the Collateral Agreements under applicable law and reciting the details of such action or her knowledge referring to prior Officers’ Certificates in which such details are given or (y) that 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 and Liquidated Damages, if any, on the Notes such action is prohibited or if necessary to maintain such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect theretoLiens.

Compliance Certificate. (a) The Issuers and each any 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 yearquarter, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Senior Discount Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Issuer and each Guarantor (to the extent that such Guarantor is so required under the TIA) Xxxxxx Xxxxx shall deliver to the Trustee, within 90 100 days after the end of each fiscal year and on or before 50 days after the end of the 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 Issuer and Xxxxxx Xxxxx) stating that a review of the activities of each Xxxxxx Xxxxx, the Issuer and its their 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 each of the Issuers have Issuer and Xxxxxx Xxxxx has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge (and without regard to any period of grace or requirement of notice provided hereunder) each of the Issuers have Issuer and Xxxxxx Xxxxx has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Issuer and Xxxxxx Xxxxx 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or are prohib- ited or, if such event has occurred, a description of the event and what action the Issuers Issuer and Xxxxxx Xxxxx are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each any 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 yearquarter, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Senior Subordinated Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Suburban Propane and each Guarantor Finance Corp. (to the extent that such Guarantor Finance Corp. is so required under the TIATrust Indenture Act) shall deliver to the Trustee, within 90 95 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer Suburban Propane 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 Issuers have Suburban Propane has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Suburban Propane has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Suburban Propane 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Suburban Propane is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have keptknowledge, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance no Default or observance Event of any of the terms, provisions and conditions of this Indenture Default occurred during such preceding fiscal year (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Each of the Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Guarantors shall deliver to the Trustee, within 90 on or before a date not more than 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer the REIT, the Issuers 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 REIT, the Issuers and the Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the REIT, the Issuers and the Restricted Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the REIT, the Issuers are or such Restricted Subsidiary is taking or propose proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred shall have and remains remain in existence by reason of which payments on account of the principal of, or premiumpremium on, if any, or interest and Liquidated Damagesor Additional Interest, if any, on the Notes is prohibited or if such event has shall have occurred, a description of the event and what action the REIT, the Issuers are or such Restricted Subsidiary is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Borrower shall deliver to the TrusteeAdministrative Agent (for delivery to each Lender), within 90 days after the end of each fiscal year, an Officers’ Officer's Certificate stating that a review of the activities of each Issuer the Borrower and its Subsidiaries during the preceding fiscal year year, as applicable, has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuers have Borrower has kept, observed, performed and fulfilled their its obligations under this IndentureAgreement, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Issuers have Borrower has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Agreement and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture Agreement (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes First Priority Term Loans borrowed under this Agreement is prohibited or if such event has occurred, a description of the event and what action the Issuers are Borrower is taking or propose proposes to take with respect thereto. Such certificate shall include information (i) demonstrating compliance by the Borrower with Section 5.18 (Coverage Ratio; Kilowatt Test) and (ii) calculating Excess Cash Flow for such fiscal quarter or such fiscal year.

Compliance Certificate. (a) The Issuers Issuers, each Guarantor and each the Parent Guarantor (to the extent that such Guarantor and/or Parent Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers, the Restricted Entities 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 Issuers have kept, observed, performed and fulfilled their its obligations under this IndentureIndenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Collateral Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Issuer shall deliver to the Trustee, within 90 one hundred-twenty (120) days after the end of each fiscal yearyear of the Issuer, commencing with the fiscal year ending September 30, 2020, an Officers’ Officer’s Certificate stating that a review of the activities of each the 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 Issuers Issuer and the Guarantors have kept, observed, performed and fulfilled their respective obligations under this Indenture, Indenture and the 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 Issuers 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 Collateral Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers Issuer and the Guarantors, as applicable, are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Issuer and each 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 financial year, an Officers’ Certificate stating that a review of the activities of each the Issuer and its Subsidiaries during the preceding fiscal financial year has been made under the supervision of the signing Officers with a view to determining whether the Issuers Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers Issuer and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may shall have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each Guarantor the Guarantors (to the extent that such Guarantor is the Guarantors are so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Company and its Subsidiaries during the preceding fiscal year has have been made under the supervision of the signing Officers with a view to determining whether the Issuers Company and the Guarantors (if applicable) have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers Company and the Guarantors (if applicable) have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers Company and the Guarantors (if applicable) 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, or premium, if any, of or interest and or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers Company and the Guarantors (if applicable) are taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Issuer (which fiscal year, on the Issue Date, ends on December 31), an Officers’ Certificate stating that a review of the activities of each the Issuer and its Subsidiaries the Guarantors during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this IndentureIndenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, based on such review, the Issuers 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 Collateral Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers Issuer and the Guarantors, as applicable, 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers Issuer and the Guarantors, as applicable, are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Company, Holdings and each Guarantor (to the extent that Holdings or such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear commencing in 2019, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have kept, Company has observed, performed and fulfilled their its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Issuers have kept, Company has observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers 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 Issuers Company and each 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 yearyear (beginning with the fiscal year ending on December 31, 2013), an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this IndentureIndenture 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 Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Security Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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 premiumpremium on, if any, interest or interest and Liquidated DamagesSpecial Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Company, an Officers’ ' Certificate stating that (i) a review of the activities of each Issuer the Company and its Subsidiaries during the preceding fiscal year without regard to any grace period has been made under the supervision of the signing Officers with a view to determining determine whether the Issuers have Company has kept, observed, performed and fulfilled their all of its obligations under this IndentureIndenture and the Notes, (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 Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she each such Officer may have knowledge and what action the Issuers 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 interest and Liquidated Damages(including Additional Interest, if any, ) on the Notes is are prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.. So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to

Compliance Certificate. (a) The Issuers and each 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 2002 and each subsequent fiscal year, an Officers’ Certificate stating that a review of the activities of each 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 Issuers and the Subsidiary Guarantor, as the case may be, have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the 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 are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has 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 Issuers are 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are applicable entity is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Holdings, the Issuer and each other Guarantor (to the extent that such Guarantor is so required under the TIATrust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear ending after the Closing 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 each Issuer Holdings 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 Holdings, the Issuers have Issuer and each such Guarantor (if so required) has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge Holdings, the Issuers have Issuer and each such Guarantor (if so required) has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions provisions, covenants and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action Holdings, the Issuers are Issuer and any such Guarantor (if so required) 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 and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto).

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Issuer shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear commencing December 31, 2017, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default or stating that a review of the activities of each the Issuer and its Subsidiaries during the preceding fiscal year such period has been made under the their supervision of the signing Officers with a view to determining whether the Issuers have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge the Issuers have keptknowledge, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance no Default or observance Event of any of the terms, provisions and conditions of this Indenture Default has occurred during such period (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto) and that ). The Issuer shall, so long as any of the Notes are outstanding, deliver to the best Trustee, forthwith upon becoming aware and in any event within 5 Business Days of his any Default or her knowledge no event has occurred and remains in existence by reason Event of which payments on account Default, an Officers’ Certificate specifying such Default or Event of the principal of, or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event Default and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 each of the Issuers have Company and the Guarantors has kept, observed, performed and fulfilled their its obligations under this IndentureIndenture (including with respect to any Restricted Payments made during such year, the basis upon which the calculations required by Section 4.07 hereof were computed, which calculations may be based on the Company's latest available financial statements) 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 Issuers have each entity has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Security Documents and 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 has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, interest or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ ' Certificate (one of the signers on behalf of each of the Issuers of which shall be the principal executive officer, principal financial officer or principal accounting officer of such Issuer) stating that (i) the Issuers have obtained an Opinion of Counsel relating to the validity and perfection of the security interests granted pursuant to the Pledge Agreement and (ii) a review of the activities of each Issuer the Issuers and its their Subsidiaries during the preceding such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has occurredshall have occurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Each of the Company and each the Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer and its Subsidiaries the Company or the Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers of the Company and the Guarantor with a view to determining whether the Issuers Company or the Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company or the Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are Company or the 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Company or the Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. So long as any Obligation remains outstanding, Issuer shall deliver to each Holder, (a) The Issuers and each 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 yearyear of Issuer, an Officers’ Certificate stating that a review of the activities of each 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 Issuers Issuer and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this IndentureAgreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers Issuer and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture Agreement and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture Agreement (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto, and (b) as soon as possible and in any event within 14 days after Issuer becomes aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action that Issuer proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are have 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are have taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and whether the Pledgors have kept, observed, performed and fulfilled their obligations under this Indenturethe Pledge Agreement, as applicable, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Pledgors have kept, observed, performed and fulfilled each and every covenant contained in the Pledge Agreement and the Issuer is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the Pledgors are not in default in the performance or observance of any of the terms, provisions and conditions of the Pledge Agreement (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this IndentureIndenture 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 Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Security Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to Issuer shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Notes are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ Officer's Certificate which need not comply with Section 14.05 hereof, stating that a review of the activities of each the Issuer 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 Issuer) with a view to determining whether the Issuers have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are action, if any, such 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action action, if any, the Issuers are Issuer is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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 yearquarter, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Issuers, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers and its the Partnership’s Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are 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 (or, if a Default or Event of Default has 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 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, or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Parent and each Guarantor (to the extent that such Guarantor is so required under the TIA) Issuer shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Parent beginning with the fiscal year ended December 31, 2012, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuer, the 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 Issuers Issuer and the Parent have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers Issuer and the Parent have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, or premiumpremium on, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer and/or Parent is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Each of the Issuers and each 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, an Officers’ Certificate stating that a review of the activities of each Issuer the Issuers and its the Company’s Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this IndentureIndenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Collateral Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, or premium, if any, interest or interest and Liquidated DamagesSpecial Interest, if any, on on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers and the Guarantors are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Each of the Company and each the Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer and its Subsidiaries the Company or the Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers of the Company and the Guarantor with a view to determining whether the Issuers Company and the Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company or the Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are Company or the 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Company or the Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Company and each 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 of the Company (which fiscal year, on the date of this Indenture, ends on December 31), an Officers’ Officer’s Certificate stating that a review of the activities of each Issuer 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 Issuers have Company has kept, observed, performed and fulfilled their its obligations under this IndentureIndenture and the Collateral Agreements, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Issuers have Company has during the preceding fiscal year kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Collateral Agreements and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Agreements (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2010, of the Company and on or before 60 days after the end of the first, second and third quarters of each fiscal year commencing with the fiscal quarter ending September 30, 2010, an Officers’ Certificate stating that a review of the activities of each Issuer 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 Issuers have Company and each Guarantor has kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Issuers have Company and each Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers Company and any Guarantors are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers 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) shall deliver to ), upon the Trustee, 's written request within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer 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 Issuers Debtor Parties have kept, observed, performed and fulfilled their obligations under this IndentureIndenture 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 Issuers Debtor Parties have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are the Security Documents and 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 has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers Debtor 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers Debtor 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 Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Mortgage Note Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers and its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the Issuers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under each obligor on the Mortgage Notes and this Indenture, Indenture is in compliance with this Indenture and each Collateral Document and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each such obligor is in compliance with each and every covenant contained in this Indenture and are each Collateral Document and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or any Collateral Document (or, if a Default or Event of Default has occurredshall exist, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are or such obligor, as the case may be, 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 that remains in existence by reason of which payments on account of the principal of, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Mortgage Notes is prohibited or if such event has occurredexists, a description of the event and what action the Issuers are or such obligor, as the case may be, is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to Issuer shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Notes are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ ' Certificate which need not comply with Section 14.05 hereof, stating that a review of the activities of each the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are action, if any, such 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action action, if any, the Issuers are Issuer is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall shall, so long as any Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Partnership, a statement signed by an Officer, which need not constitute an Officers’ Certificate Certificate, complying with TIA Section 314(a)(4) and stating that a review in the course of performance by the signing Officer of his duties as such Officer, he or she would normally obtain knowledge of the activities of each Issuer keeping, observing, performing and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether fulfilling by the Issuers have kept, observed, performed and fulfilled any Guarantor of their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, stating that to the best of his or her knowledge the Issuers and any Guarantor have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has 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 Issuers are or the Guarantor, as the case may be, is taking or propose proposes to take with respect thereto) and that The Partnership will, so long as any of the Securities are outstanding, deliver to the best Trustee, promptly upon any Officer becoming aware of his any Default or her knowledge no event has occurred and remains in existence by reason Event of which payments on account Default, an Officer’s Certificate specifying such Default or Event of the principal of, or premium, if any, or interest and Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event Default and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (ai) The Issuers and each 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 and on or before 50 days after the end of the first, second and third quarters of each fiscal year, an Officers’ ' Certificate (one of the signers on behalf of each of the Issuers of which shall be the principal executive officer, principal financial officer or principal accounting officer of such Issuer) stating that a review of the activities of each Issuer the Issuers and its their 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 Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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 Accreted Value or principal of, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers and each 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, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Issuers, the Restricted Entities 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 Issuers have kept, observed, performed and fulfilled their its obligations under this IndentureIndenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Collateral Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto.

Compliance Certificate. (a) The Issuers Each of the Company and each the Guarantor (to shall, so long as any of the extent that such Guarantor is so required under the TIA) shall Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of each Issuer and its Subsidiaries the Company or the Guarantor during the preceding fiscal year has been made under the supervision of the signing Officers of the Company and the Guarantor with a view to determining whether the Issuers Company and the Guarantor have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company or the Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture 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 (or, if a Default or Event of Default has 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 Issuers are Company or the 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 and Liquidated Damagesinterest, if any, on the Notes is Debt Securities are prohibited or or, if such event has occurred, a description of the event and what action the Issuers are Company or the Guarantor is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) Borrower shall deliver to the TrusteeAdministrative Agent, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Borrower and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Issuers Borrower and the Guarantors have kept, observed, performed and fulfilled their obligations under this IndentureAgreement and the other Loan Documents, and further stating, as to each such Officer officer signing such certificate, that to the best of his or her knowledge the Issuers Borrower and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture Agreement and the other Loan Documents and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture Agreement and the other Loan Documents (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes Loans is prohibited or if such event has occurred, a description of the event and what action the Issuers 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 under this Agreement.

Compliance Certificate. (a) The Issuers Company and each the Guarantor (to the extent that such the Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of each Issuer the Company and its Subsidiaries during the preceding fiscal year has have been made under the supervision of the signing Officers with a view to determining whether the Issuers Company have kept, observed, performed and fulfilled their its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, or premium, if any, of or interest and or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Compliance Certificate. (a) The Issuers Issuer and each 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, an Officers’ Certificate stating that a review of the activities of each the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have Issuer has kept, observed, performed and fulfilled their its obligations under this First Supplemental Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have Issuer has kept, observed, performed and fulfilled each and every covenant contained in this First Supplemental Indenture and are is not in default in the performance or observance of any of the terms, provisions and conditions of this First Supplemental Indenture (or, if a Default or Event of Default has shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers 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, of or premium, if any, or interest and Liquidated Damagesinterest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are Issuer 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 or requirement of notice provided under this First Supplemental Indenture. The Issuer shall also comply with TIA Section 314(a)(4).