Common use of Compliance Certificates Clause in Contracts

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall also promptly notify the Trustee at least 30 days in advance of writing should the Company's fiscal year be changed so that the end thereof is on any change in its date other than the date on which the Company's fiscal yearyear currently ends. The certificate need not comply with Section 102 hereof. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement lapse of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement time would be contrary to an Event of Default within the then current recommendations meaning of the American Institute of Certified Public AccountantsSection 501(4) hereof. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company’s fiscal year, an Officers' ’ Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries during and the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Company’s performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's their knowledge, the Company has complied with all conditions and each Subsidiary Guarantor has keptcovenants under this Indenture. For purposes of this Section 4.17, observed, performed and fulfilled each and every covenant contained in such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture and is not in default in Indenture. If the performance or observance of any Officers of the terms, provisions and conditions hereof (or, if Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe the nature of any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 90 days after the end of its fiscal year, a certificate signed by the Company’s independent certified public accountants stating (i) that their audit examination has included a review of the American Institute terms of Certified Public Accountantsthis Indenture and the Notes as they relate to accounting matters, (ii) that they have read the year-end financial statements most recent Officers’ Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of the Company’s fiscal year, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Each Issuer shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the Companysuch Issuer (which fiscal year currently ends on December 31), an Officers' Certificate substantially in the form of Exhibit J hereto, stating (i) that a review of the activities of the Company and the Subsidiaries such Issuer during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company such Issuer and its Subsidiaries has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating(ii) that, as to each such Officer signing such certificate, thatOfficer's Certificate, to the best of such Officer's his or her knowledge, the Company such Issuer and each Subsidiary Guarantor its Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is (ii) whether or not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware signer knows of any Default or Event of Default by such Issuer that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or default in Event of Default, the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying certificate shall describe each such Default or Event of Default and what its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. Each Issuer shall also promptly notify the Trustee in writing should such Issuer's fiscal year be changed so that the end thereof is on any date other than the date on which such Issuer's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act. (b) The Issuers shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the giving of notice and the lapse of time would be an Event of Default within the meaning of Section 5.01(5) hereof. (c) The Issuers shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or Event of Default that is continuing), an Officers' Certificate setting forth the details of such Default or Event of Default and the action that the Company or any Subsidiary Guarantor proposes Issuers propose to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' ’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's ’s knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's ’s knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' ’ Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' ’ Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company Issuer shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal year of the CompanyIssuer (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in the form of Exhibit J hereto, stating (i) that a review of the activities of the Company and the Subsidiaries Issuer during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company Issuer and its Subsidiaries has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating(ii) that, as to each such Officer signing such certificate, thatOfficer's Certificate, to the best of such Officer's his or her knowledge, the Company Issuer and each Subsidiary Guarantor its Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is (ii) whether or not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware signer knows of any Default or Event of Default by the Issuer that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or default in Event of Default, the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying certificate shall describe each such Default or Event of Default and what its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. The Issuer shall also promptly notify the Trustee in writing should the Issuer's fiscal year be changed so that the end thereof is on any date other than the date on which the Issuer's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act. (b) The Issuer shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or Event of Default that is continuing), an Officer's Certificate setting forth the details of such Default or Event of Default and the action that the Company or any Subsidiary Guarantor Issuer proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) Officers of the Company must certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and Regulated Subsidiaries and the Company’s and its Restricted Subsidiaries’ and its Regulated Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal year beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, ’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article 4 and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon within 90 days after the end of such fiscal year an Officer’s Certificate stating that such compliance would be so contrary and any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) The Company shall deliver to Concurrently with the Trustee, within 90 days after the end of each fiscal year delivery of the Companyfinancial information pursuant to Sections 8.01(a) and 8.01(b), a Compliance Certificate, executed by an Officers' Certificate substantially in the form Authorized Officer of Exhibit J heretoParent, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, (i) certifying that, to the best knowledge of Parent, such financial information presents fairly in all material respects the financial condition, results of operations and cash flows of Parent and its Subsidiaries in accordance with GAAP at the respective dates of such Officer's knowledgeinformation and for the respective periods covered thereby, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default subject in the performance case of unaudited financial information, to changes resulting from normal year-end audit adjustments and to the absence of footnotes, (ii) showing compliance with the Financial Performance Covenants, and stating that no Default or observance Event of any of Default is known to the terms, provisions Parent to have occurred and conditions hereof be continuing (or, if a Default or an Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period details of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company actions taken or any Subsidiary Guarantor proposes to take be taken with respect thereto) and containing the applicable certifications set forth in Section 7.09 with respect thereto, (iii) in the case of each Compliance Certificate delivered concurrently with the financial information pursuant to clause (a) above, specifying any change in the identity of the Subsidiaries as at the end of such fiscal year from the Subsidiaries provided to the Lenders on the Closing Date or the most recent fiscal year, as the case may be, and (iv) in the case of each Compliance Certificate delivered concurrently with the financial information pursuant to clause (a) above, including (A) updated Schedules 7.15 and 7.25 (if applicable) and (B) a written supplement substantially in the form of Schedules 1 through 8, as applicable, to the U.S. Security Agreement, in each case, with respect to any additional assets and property acquired by any Credit Party after the date hereof, all in reasonable detail.

Compliance Certificates. (a) The Company shall deliver to the TrusteeTrustee and the Collateral Agent, within 90 days after the end concurrently with each delivery of each fiscal year financial statements required by Section 4.09(a)(3) and (a)(4), a certificate from an Officer of the Company, an Officers' Certificate substantially Company (in the form of Exhibit J hereto, his or her capacity as such and not in his or her individual capacity) stating (i) that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year quarter or fiscal year, as the case may be, has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its 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 such Officer's his or her knowledge, that the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance other Note Documents and no Default or observance Event of any of the terms, provisions and conditions hereof Default exists (or, if a Default or Event of Default shall have occurredexists, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or 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 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 Security Documents under applicable law and reciting the details of such Officer's knowledgeaction or referring to prior such certificates in which such details are given or (y) that no such action is necessary to maintain such Liens. In addition, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account such certificate shall include a reasonably detailed calculation of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company Collateral Rig Leverage Ratio and the Subsidiary Guarantors are taking or propose to take Total Leverage Ratio for such period and whether Holdings is in compliance with respect theretothe covenants set forth in Sections 4.14 and 4.15. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, If such certificate states that the Total Leverage Ratio as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations last day of the American Institute relevant fiscal quarter of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statementHoldings exceeds 10.00:1.00, the Company shall furnish notify the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company Collateral Agent to, and the Subsidiary Guarantors willCollateral Agent shall promptly, so long instruct the relevant depositary bank under the control agreements for the Earnings Account and Bareboat Account to institute a Blocked Period (as any of the Securities are outstandingdefined in Section 4.15) (such instruction, deliver to the Trustee forthwith upon any Officer becoming aware of any a “Blocking Notice”). If such certificate states that no Default or Event of Default exists and the Total Leverage Ratio as of the last day of the relevant fiscal quarter of Holdings is equal to or default in the performance of any covenantless than 10.00:1.00, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or shall notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements for the Earnings Account and Bareboat Account to revoke any Subsidiary Guarantor proposes to take with respect theretothen existing Blocked Period and Blocking Notice.

Compliance Certificates. (a) The Commencing with the fiscal year ending December 31, 1998, the Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal year of the Company a certificate of a firm of independent accountants with respect to the compliance by the Company and the Servicer, in all material respects, with their respective obligations arising under this Indenture. If such accountant knows of such a default, the certificate shall describe the default. (b) Commencing with the fiscal quarter ending December 31, 1998, on or before 45 days after the end of each fiscal quarter of the Company, the Company shall deliver an Officers' Certificate substantially in to the form of Exhibit J hereto, stating Trustee to the effect that a review of the activities of the Company and the Subsidiaries during the Company's preceding fiscal year quarter has been made under the supervision of the signing Officers officers executing such Officers' Certificate with a view to determining whether during such period the Company has kept, observed, and the Servicer have performed and fulfilled its observed all of their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof either (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoA) and stating that to the best of such Officer's knowledge, after reasonable inquiry, their knowledge no event Default by the Company or the Servicer under this Indenture has occurred and remains in existence by reason of which payments on account of the principal of, premium, if anyis continuing, or interest, if any, on the Securities are prohibited or, (B) if such event a Default has occurred, a description of the event occurred and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredis continuing, specifying such Default and the nature and period of existence status thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, will deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default stating whether or Event not the signee knows of Default and what action any default by the Company or in performing its covenants under this Indenture within 15 days of a written request by the Trustee. The Company will perform, execute, acknowledge and deliver, all such further acts, instruments, and assurances as may reasonably be requested by the Trustee. The certificates required under this Section 5.6 need not comply with Section 11.4. (d) The Company will deliver to the Trustee within 15 days after the occurrence thereof written notice of any Subsidiary Guarantor proposes to take with respect theretoDefault.

Compliance Certificates. (a) The Company shall deliver On or prior to the Trusteedate that each annual audit report is required to be furnished pursuant to Section 10.1.1 and each set of quarterly statements is required to be furnished pursuant to Section 10.1.2, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially a duly completed compliance certificate in the form of Exhibit J heretoB, stating that with appropriate insertions, dated the date of such annual report or such quarterly statements and signed by a review Senior Officer of the activities Company, containing (i) a certification of such Senior Officer that the financial statements accompanying such compliance certificate have been prepared in accordance with GAAP applied consistently throughout the periods covered thereby and with prior periods (except as disclosed therein), (ii) a computation of each of the Company financial ratios and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed restrictions set forth in Section 11.12 and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best effect that such officer has not become aware of such Officer's knowledge, the Company and each Subsidiary Guarantor any Event of Default or Unmatured Event of Default that has kept, observed, performed and fulfilled each and every covenant contained in this Indenture occurred and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (continuing or, if a Default or Event of Default shall have occurredthere is any such event, describing all such Defaults or Events of Default of which such Officer may have knowledge it and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumsteps, if any, or interestbeing taken to cure it, if any, on (iii) to the Securities are prohibited or, if such event has occurred, a description of the event and what action extent the Company and shall cease to file regular, periodic reports with the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents thatSEC, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants ’s management setting forth a discussion of the Company’s financial condition, changes in financial condition and results of operations and (which iv) at any time when there are any Unrestricted Subsidiaries, a completed Unrestricted Subsidiary Reconciliation Statement signed by a Senior Officer of the Company stating that such reconciliation statement accurately reflects all adjustments necessary to treat the Unrestricted Subsidiaries as if they were not consolidated with the Company and to otherwise eliminate all accounts of the Unrestricted Subsidiaries and reflects no other adjustment from the related GAAP financial statement (except as otherwise disclosed in such reconciliation statement). The computations in each Compliance Certificate shall be a firm made after giving effect to the Centene Plaza Subsidiary Exclusion, and shall demonstrate the calculation of established national reputation) that in making the examination necessary for certification of such Centene Plaza Subsidiary Exclusion and the effect thereof on Company’s financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (in form and detail satisfactory to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public AccountantsAdministrative Agent. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto’ Certificate, stating that a review of the activities of the Company and the 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 Company and the Subsidiary Guarantors has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's Officers’ knowledge, each of the Company and each the Subsidiary Guarantor Guarantors has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer Officers may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's Officers’ knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' ’ Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Section 4.07 of this Indenture (to the extent such provisions relate provision relates to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' ’ Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Commencing with the fiscal year ending December 31, 1999, the Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal year of the Company a certificate of a firm of independent accountants with respect to the compliance by the Company and the Servicer, in all material respects, with their respective obligations arising under this Indenture. If such accountant knows of such a default, the certificate shall describe the default. (b) Commencing with the fiscal quarter ending December 31, 1999, on or before 45 days after the end of each fiscal quarter of the Company, the Company shall deliver an Officers' Certificate substantially in to the form of Exhibit J hereto, stating Trustee to the effect that a review of the activities of the Company and the Subsidiaries during the Company's preceding fiscal year quarter has been made under the supervision of the signing Officers officers executing such Officers' Certificate with a view to determining whether during such period the Company has kept, observed, and the Servicer have performed and fulfilled its observed all of their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof either (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoA) and stating that to the best of such Officer's knowledge, after reasonable inquiry, their knowledge no event Default by the Company or the Servicer under this Indenture has occurred and remains in existence by reason of which payments on account of the principal of, premium, if anyis continuing, or interest, if any, on the Securities are prohibited or, (B) if such event a Default has occurred, a description of the event occurred and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredis continuing, specifying such Default and the nature and period of existence status thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, will deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default stating whether or Event not the signee knows of Default and what action any default by the Company or in performing its covenants under this Indenture within 15 days of a written request by the Trustee. The Company will perform, execute, acknowledge and deliver, all such further acts, instruments, and assurances as may reasonably be requested by the Trustee. The certificates required under this Section 5.6 need not comply with Section 11.4. (d) The Company will deliver to the Trustee within 15 days after the occurrence thereof written notice of any Subsidiary Guarantor proposes to take with respect theretoDefault.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days of the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; PROVIDED that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company (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 of the Companyyear, an Officers' ’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries (or such Subsidiary Guarantor 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 Company (or such Subsidiary Guarantor) has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's his or her knowledge, the Company and each (or such Subsidiary Guarantor Guarantor) has kept, observed, performed and fulfilled each and every covenant contained in its obligations under this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company (or such Subsidiary Guarantor) is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the (or such Subsidiary Guarantors are Guarantor) is taking or propose proposes to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 Article Four or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) Article Five hereof or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (cb) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company (and each Subsidiary Guarantor to the extent that the Subsidiary Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' ’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries (or such Subsidiary Guarantor 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 Company (or such Subsidiary Guarantor) has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's his or her knowledge, the Company and each (or such Subsidiary Guarantor Guarantor) has kept, observed, performed and fulfilled each and every covenant contained in its obligations under this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company (or such Subsidiary Guarantor) is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the (or such Subsidiary Guarantors are Guarantor) is taking or propose proposes to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further further, stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, his or her knowledge the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, interest on the Securities are is prohibited or, or if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are is taking or propose proposes to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 5.03(a) above shall be accompanied by a written statement of the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 Article 5 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) Article 6 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Subordinated Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a1) The Company ▇▇▇▇ ▇▇ shall deliver to the Trustee, Trustee within 90 days after the end of each of ▇▇▇▇ IV's fiscal year years a certificate containing a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company, an Officers' Certificate substantially in the form ▇▇▇▇ ▇▇ as to his or her knowledge of Exhibit J hereto, stating that a review of the activities of the Company ▇▇▇▇ IV's compliance with all conditions and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.03(l), and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of grace or requirement of notice provided under this Indenture. If they do know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect theretoits status. Such Officers' Certificate shall certificate need not comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, Sections 11.04 and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year11.05. (b2) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, ▇▇▇▇ ▇▇ shall deliver to the year-Trustee within 120 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement by ▇▇▇▇ IV's independent certified public accountants stating (A) that their audit examination has included a review of the Company's independent public accountants terms of this Indenture and the Securities as they relate to accounting matters, and (which shall be a firm of established national reputationB) that whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation a Default has occurredcome to their attention, specifying the nature and period of the existence thereof. Where ; provided, however, that the independent certified public accountants delivering such financial statements are statement shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (3) ▇▇▇▇ ▇▇ shall deliver to the Trustee as soon as possible and what in any event within 15 days after ▇▇▇▇ ▇▇ becomes aware of the occurrence of each Default or Event of Default, which is continuing, an Officers' Certificate (which need not comply with Sections 11.04 and 11.05) setting forth the details of such Default or Event of Default, and the action the Company or any Subsidiary Guarantor which ▇▇▇▇ ▇▇ proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J hereto, stating any Default or Event of Default that a review occurred during such fiscal year. Such certificate shall comply with the applicable provisions of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of TIA. If any of the terms, provisions and conditions hereof (or, if signers of the Officers' Certificate have knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations of Trustee, within 90 days after the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's fiscal year, a certificate signed by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; PROVIDED that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that reason of any failure to obtain knowledge of any such written statement Default or Event of Default that would not be contrary to disclosed in the then current recommendations course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the American Institute date of Certified Public Accountantssuch examination. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Each of WCI and the Company shall deliver to the Trustee, within 90 days after the end of each WCI's fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of WCI and the Company that a review has been conducted of the activities of WCI, the Company and the Restricted Subsidiaries during and WCI's, the preceding fiscal year has been made under Company's and the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, each of WCI and the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the Company certificate shall describe any such Default or Event of Default and each Subsidiary Guarantor its status. (b) WCI shall (to the extent not prohibited by applicable accounting rules) deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by WCI's independent certified public accountants stating (i) that their audit examination has kept, observed, performed and fulfilled each and every covenant contained in included a review of the terms of this Indenture and is the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that WCI or the Company, as the case may be, was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided, however, that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days after the end of WCI's fiscal year, WCI shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, stating that a review of the activities principal financial officer or principal accounting officer of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision as to his or her knowledge of the signing Officers Company's compliance with a view to determining whether the Company has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this SECTION 4.17, and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in grace or requirement of notice provided under this Indenture and is not in default in the performance or observance of Indenture. If any of the terms, provisions and conditions hereof (or, if officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4)its status. The Company hereby represents that, as of first certificate to be delivered pursuant to this SECTION 4.17(a) shall be for the Issue Date, its first fiscal year ends December 31, and hereby covenants that it shall notify beginning after the Trustee at least 30 days in advance execution of any change in its fiscal yearthis Indenture. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 90 days after the end of each fiscal year, beginning with the American Institute of Certified Public Accountantsfiscal year in which this Indenture was executed, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this SECTION 4.17 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and SECTION 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; PROVIDED that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon within 90 days after the end of such fiscal year an Officer's Certificate stating that such compliance would be so contrary and any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) The Company (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 of the Companyyear, an Officers' ’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries (or such Subsidiary Guarantor 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 Company (or such Subsidiary Guarantor) has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's his or her knowledge, the Company and each (or such Subsidiary Guarantor Guarantor) has kept, observed, performed and fulfilled each and every covenant contained in its obligations under this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company (or such Subsidiary Guarantor) is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the (or such Subsidiary Guarantors are Guarantor) is taking or propose proposes to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 5.01(4) hereof. (c) The Company shall deliver to the Trustee within 90 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each of the first three fiscal quarters of each year and within 90 days after the end of the last fiscal quarter of each year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries during and the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Company's performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's their knowledge, the Company has complied with all conditions and each Subsidiary Guarantor has keptcovenants under this Indenture. For purposes of this Section 4.17, observed, performed and fulfilled each and every covenant contained in such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture and is not in default in Indenture. If the performance or observance of any Officers of the terms, provisions and conditions hereof (or, if Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe the nature of any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 90 days after the end of the American Institute of Certified Public Accountantsits fiscal year, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of the Company's fiscal year, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company's fiscal year be changed so that the end thereof is on any date other than the date on which the Company's fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 5.01(5) hereof. (c) The Company shall deliver to the Trustee within 100 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; PROVIDED that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year quarter (120 days after the end of the Companylast fiscal quarter of each year), an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 120 days after the end of the Company's fiscal year, stating such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Subsidiaries during the preceding fiscal year has been made Company's and its Restricted Subsidiaries' performance under the supervision of the signing Officers with a view to determining whether this Indenture and that the Company has kept, observed, performed complied with all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.17, and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in grace or requirement of notice provided under this Indenture and is not in default in the performance or observance of Indenture. If any of the terms, provisions and conditions hereof (or, if Officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4)its status. The Company hereby represents that, as first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearthis Indenture. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 120 days after the end of each fiscal year, beginning with the American Institute of Certified Public Accountantsfiscal year in which this Indenture was executed, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Seven-Year Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J heretosigned by its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and the its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, the Company and his or her knowledge each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 4.2 above shall be accompanied by a written statement of the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that which would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 Article 4 or 4.15 5 or that there exists a Default or Event of Default under Article 6 of this Indenture (to the extent such provisions insofar as they relate to accounting matters) matters or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon Trustee, within 5 days of any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto. (d) The Company shall also comply with TIA ss. 314(a)(4).

Compliance Certificates. (a) Alderwoods will deliver to the Trustee within 45 days after the end of each of Alderwoods' first three fiscal quarters and within 90 days after the end of Alderwoods' fiscal year an Officers' Certificate stating whether or not the signers know of any Default or Event of Default under this Indenture by Alderwoods or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Pari Passu Indebtedness that occurred during such fiscal period. If they do know of such a Default, Event of Default or default, the certificate shall describe any such Default, Event of Default or default and its status. The Company first certificate to be delivered pursuant to this Section 4.06(a) shall be for the first fiscal quarter of Alderwoods beginning after the Measurement Date. Alderwoods shall also deliver a certificate to the Trustee at least annually from its principal executive, financial or accounting officer as to his or her knowledge of Alderwoods' compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice provided herein. (b) Alderwoods shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year a written statement by Alderwoods' independent public accountants stating (i) that their audit examination has included a review of the Companyterms of this Indenture and the Two-Year Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Default or Event of Default under this Indenture or an event that, with notice or lapse of time or both, would constitute a default under any Pari Passu Indebtedness has come to their attention and, if such a Default, Event of Default or a default under any Pari Passu Indebtedness has come to their attention, specifying the nature and period of existence thereof; PROVIDED, HOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default, Event of Default or a default under any Pari Passu Indebtedness that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (c) Alderwoods will deliver to the Trustee as soon as possible, and in any event within 10 Business Days after Alderwoods becomes aware or should reasonably have become aware of the occurrence of any Default, Event of Default or an event that, with notice or lapse of time or both, would constitute a default by Alderwoods under any Indebtedness, an Officers' Certificate substantially in the form of Exhibit J heretospecifying such Default, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge default and what action the Company Alderwoods is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) Officers of the Company must certify, on or before a date not more than 120 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and Regulated Subsidiaries and the Company’s and its Restricted Subsidiaries’ and its Regulated Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events that would constitute a default, the status of those events and what action the Company is taking or proposes to take in respect thereof. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal year beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, ’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Securities as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article 4 and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon within 90 days after the end of such fiscal year an Officer’s Certificate stating that such compliance would be so contrary and any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each of its first three fiscal quarters of each of its fiscal years, and 90 days after the end of the last fiscal quarter of each fiscal year, an Officers’ Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers’ Certificate delivered within 90 days of the end of the Company’s fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer that a review has been conducted of the activities of the Restricted Group Members and the Restricted Group Members’ performance under this Indenture and that, to the knowledge of such Officers, the Restricted Group Members have complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the signers of any such Officers’ Certificate know of a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter of NII beginning after the execution of this Indenture. (b) So long as (and to the extent) not prohibited by the then current recommendations of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company’s fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to financial matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the provisions of Sections 4.07, 4.09, 4.10, 4.11 Articles Four or 4.15 Five of this Indenture (as they pertain to the extent such provisions relate to accounting matters) orfinancial matters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided, that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of each of the Company’s fiscal years, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Group Members. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Trust or the Corporation, as the case may be, shall deliver to the Trustee within 120 days after the end of each fiscal year of such Company (which fiscal year currently ends on December 31), an Officer's Certificate stating whether or not the signer knows of any Default or Event of Default by such Company that occurred prior to the end of the fiscal year and is then continuing. If the signer does know of such a Default or Event of Default, the certificate shall describe each such Default or Event of Default and its status and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. The Trust or the Corporation, as the case may be, shall also promptly notify the Trustee in writing should such Company's fiscal year be changed so that the end thereof is on any date other than the date on which such Company's fiscal year currently ends. The certificate need not comply with Section 102 hereof, but shall comply with Section 314(a)(4) of the Trust Indenture Act. (b) The Trust or the Corporation, as the case may be, shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the giving of notice and the lapse of time would be an Event of Default within the meaning of Section 501(4) hereof. (c) The Trust or the Corporation, as the case may be, shall deliver to the Trustee within 90 days after the end of each fiscal year of the a written statement by such Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited oras they relate to accounting matters and (ii) whether, if such event has occurredin connection with their audit examination, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred;provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and Trust or the Subsidiary Guarantors willCorporation, so long as any of the Securities are outstandingcase may be, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default or Event of Default and what the action the that such Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) Officers of the Company must certify, on or before a date not more than 90 days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and Regulated Subsidiaries and the Company’s and its Restricted Subsidiaries’ and its Regulated Subsidiaries’ performance under this Indenture and that, to their knowledge, the Company has fulfilled all obligations hereunder, or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. The Company will also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or agreements under the Indenture. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal year beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, ’s independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that most recent Officers’ Certificate delivered to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article 4 and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. Where such financial statements are not accompanied by such a written statement, the The Company shall furnish not be required to comply with the Trustee foregoing clause (b) with an Officers' Certificate stating that respect to any fiscal year if such written statement compliance would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, Accountants so long as any of the Securities are outstanding, deliver Company delivers to the Trustee forthwith upon any Officer becoming aware within 90 days after the end of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, such fiscal year an Officers' ’ Certificate specifying stating that such Default or Event of Default compliance would be so contrary and what action any facts particular to the Company or any Subsidiary Guarantor proposes that may have caused such compliance to take with respect theretobe so contrary.

Compliance Certificates. (a) The Company GST shall deliver to the Trustee, within 90 days after the end of each GST's fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of GST that a review has been conducted of the activities of the Company GST and the Restricted Subsidiaries during and GST's and the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, GST has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.19, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any such officer knows of such a Default or Event of Default, the Company certificate shall describe any such Default or Event of Default and each Subsidiary Guarantor its status. (b) GST shall deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by GST's independent certified public accountants stating (i) that their audit examination has kept, observed, performed and fulfilled each and every covenant contained in included a review of the terms of this Indenture and is the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.19 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that GST or the Issuer was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; PROVIDED that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of each of GST's fiscal years, GST shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and make it available for inspection by the Holders upon reasonable notice to the Trustee and during normal business hours.

Compliance Certificates. Concurrently with the delivery of the financial information pursuant to clauses (ab) The Company shall deliver and (c) above, a Compliance Certificate executed by an Authorized Officer of the Borrower (i) certifying that such financial information presents fairly in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in conformity with GAAP, consistently applied, in each case at the respective dates of such information and for the respective periods covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year-end audit adjustments and to the Trusteeabsence of footnotes (provided that such certification shall not be required with respect to financial information delivered pursuant to clause (c) above), within 90 days after (ii) showing compliance with the end of each fiscal year of the Companycovenants set forth in Section 9.13 if applicable, an Officers' Certificate substantially in the form of Exhibit J hereto, and stating that a review no Default or Event of the activities of the Company and the Subsidiaries during the preceding fiscal year Default has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture occurred and is not in default in the performance or observance of any of the terms, provisions and conditions hereof continuing (or, if a Default or an Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period details of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company actions taken or any Subsidiary Guarantor proposes to take be taken with respect thereto), (iii) specifying any change in the identity of the Subsidiaries as at the end of such fiscal year or period, as the case may be, from the Subsidiaries listed on Schedule 7.09, or from the most recently delivered Compliance Certificate, as applicable, (iv) including (x) an updated Schedule 7.15 and Schedule 7.26 of this Loan Agreement (if applicable) and (y) a written supplement substantially in the form of Schedules 1 through 4, as applicable, to the Guaranty and Security Agreement with respect to any additional assets and property acquired by any Loan Party after the date hereof if required to update the perfection of Collateral Agents Lien with respect to such assets, all in reasonable detail and (v) with respect to a Compliance Certificate delivered in connection with clause (c) above, (x) if available, detailing any changes to the locations listed on Schedule 5 to the Guaranty and Security Agreement in respect of any Inventory or Equipment (as defined in the Guaranty and Security Agreement) (other than (a) Inventory or Equipment in transit in the Ordinary Course of Business and (b) Inventory and Equipment with a fair market value of less than $5,000,000 (in the aggregate for all Loan Parties) which may be located at other locations within the United States) and books and records concerning the Collateral and (y) including, and certifying to, a calculation (in reasonable detail) of the amount of Loans required to be prepaid pursuant to Section 4.02(a)(ix) for such fiscal year, if any, and the Available Amount as of the end of such fiscal year.

Compliance Certificates. (a) The Company shall deliver Commencing with the financial statements for the quarter ending December 31, 2019, at the time the financial statements are furnished pursuant to the Trusteepreceding Sections 9.1 and 9.2, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate a certificate substantially in the form of Exhibit J hereto, stating that H (a review “Compliance Certificate”) executed on behalf of the activities Parent Guarantor by the chief executive officer or chief financial officer of the Company and Parent Guarantor (a) setting forth as of the Subsidiaries end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Borrower was in compliance with the covenants contained in Section 10.1 (provided, however, that during the preceding fiscal year has been made Restriction Period, the Compliance Certificates required under the supervision this Section 9.3(a) shall certify as to Borrower’s calculation of the signing Officers financial tests contained in Section 10.1 (but not compliance therewith, other than compliance with a view to determining whether the Company has kept, observed, performed Section 10.1(d))); and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, (b) stating that, to the best of such Officer's his or her knowledge, the Company and each Subsidiary Guarantor has keptinformation or belief, observedafter due inquiry, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a no Default or Event of Default shall have occurredexists, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurredis not the case, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action its nature, when it occurred and the Company or any Subsidiary Guarantor proposes to take steps being taken by the Borrower with respect theretoto such event, condition or failure. Notwithstanding the foregoing, the Compliance Certificate for the first three quarterly test dates following the Covenant Relief Period Termination Date, shall contain an informational schedule, prepared in good faith, setting forth its calculation of the Financial Covenants assuming that such financial tests (and underlying definitions) were prepared on a trailing-four quarter basis. (b) During the Restriction Period a certificate (in form and substance satisfactory to the Administrative Agent) executed on behalf of the Parent Guarantor by the chief executive officer or chief financial officer of the Parent Guarantor and delivered within ten (10) days following the end of each calendar month certifying as to and providing reasonably detailed evidence demonstrating compliance with the financial covenant set forth in Section 10.1(d) in the form attached hereto as Exhibit K.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto’ Certificate, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's ’s knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's ’s knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, any amount (or interest, if any, on delivery of shares of Common Stock (or other property)) with respect to the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' ’ Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 5.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Section 5.07 of this Indenture (to the extent such provisions relate provision relates to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' ’ Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries during and the preceding fiscal year has been made under Company's and the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, the Company has complied with all conditions and each Subsidiary Guarantor has keptcovenants under this Indenture. For purposes of this Section 4.17, observed, performed and fulfilled each and every covenant contained in such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture and is not in default in the performance or observance Indenture. If any such officer knows of any of the terms, provisions and conditions hereof (or, if such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 90 days after the end of the American Institute of Certified Public Accountantsits fiscal year, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of each of the Company's fiscal years, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company Issuer shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Issuer's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Issuer that a review has been conducted of the activities of the Issuer and its Restricted Subsidiaries and the Issuer's and its Restricted Subsidiaries' performance under this Indenture and that the Issuer has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.18, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officers of the Issuer signing such certificate do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.18(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Issuer shall deliver to the Trustee, within 90 days after the end of each the Issuer's fiscal year of year, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, Issuer's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.18 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Issuer was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, his or her knowledge the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Securities are is prohibited or, or if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are is taking or propose proposes to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 6.2 above shall be accompanied by a written statement of the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 Article 6 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) Article 7 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' ’ Certificate substantially in a form reasonably acceptable to the form of Exhibit J heretoTrustee, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's ’s knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's ’s knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' ’ Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Section 4.07 of this Indenture (to the extent such provisions relate provision relates to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' ’ Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to Concurrently with the Trustee, within 90 days after the end of each fiscal year delivery of the Companyfinancial information pursuant to Sections 8.01(a) and 8.01(b), a Compliance Certificate, executed by an Officers' Certificate substantially in the form Authorized Officer of Exhibit J heretoParent, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, (i) certifying that, to the best knowledge of Parent, such financial information presents fairly in all material respects the financial condition, results of operations and cash flows of Parent and its Subsidiaries in accordance with GAAP at the respective dates of such Officer's knowledgeinformation and for the respective periods covered thereby, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default subject in the performance case of unaudited financial information, to changes resulting from normal year-end audit adjustments and to the absence of footnotes, (ii) showing compliance with the Financial Performance Covenants, and stating that no Default or observance Event of any of Default is known to the terms, provisions Parent to have occurred and conditions hereof be continuing (or, if a Default or an Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period details of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company actions taken or any Subsidiary Guarantor proposes to take be taken with respect thereto.) and containing the applicable certifications set forth in Section 7.09 with respect ​ thereto, (iii) in the case of each Compliance Certificate delivered concurrently with the financial information pursuant to clause (a) above, specifying any change in the identity of the Subsidiaries as at the end of such fiscal year from the Subsidiaries provided to the Lenders on the Closing Date or the most recent fiscal year, as the case may be, and (iv) in the case of each Compliance Certificate delivered concurrently with the financial information pursuant to clause (a) above, including (A) updated Schedules 7.15 and 7.25 (if applicable) and (B) a written supplement substantially in the form of Schedules 1 through 8, as applicable, to the U.S. Security Agreement, in each case, with respect to any additional assets and property acquired by any Credit Party after the date hereof, all in reasonable detail. ​

Compliance Certificates. (a) The Beginning with respect to the fiscal year ended December 31, 1998, the Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries during and the preceding fiscal year has been made under Company's and the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, the Company has complied with all conditions and each Subsidiary Guarantor covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. (b) Beginning with respect to the fiscal year ended December 31, 1998, the Company shall (to the extent not prohibited by applicable accounting rules) deliver to the Trustee, within 90 days after the end of its fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has kept, observed, performed and fulfilled each and every covenant contained in included a review of the terms of this Indenture and is the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company, as the case may be, was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided, however, that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days after the end of the Company's fiscal year, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J heretosigned by its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and the its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, the Company and his or her knowledge each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 4.2 above shall be accompanied by a written statement of the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that which would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 Article 4 or 4.15 5 or that there exists a Default or Event of Default under Article 6 of this Indenture (to the extent such provisions insofar as they relate to accounting matters) matters or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon Trustee, within 5 days of any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto. (d) The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificates. (a) The Company shall deliver to the TrusteeTrustee and the Collateral Agent, within 90 days after the end concurrently with each delivery of each fiscal year financial statements required by Section 4.09(a)(3) and (a)(4), a certificate from an Officer of the Company, an Officers' Certificate substantially Company (in the form of Exhibit J hereto, his or her capacity as such and not in his or her individual capacity) stating (i) that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year quarter or fiscal year, as the case may be, has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its 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 such Officer's his or her knowledge, that the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance other Note Documents and no Default or observance Event of any of the terms, provisions and conditions hereof Default exists (or, if a Default or Event of Default shall have occurredexists, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or 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 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 Security Documents under applicable law and reciting the details of such Officer's knowledgeaction or referring to prior such certificates in which such details are given or (y) that no such action is necessary to maintain such Liens. In addition, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account such certificate shall include a reasonably detailed calculation of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company Collateral Rig Leverage Ratio and the Subsidiary Guarantors are taking or propose to take Total Leverage Ratio for such period and whether Holdings is in compliance with respect theretothe covenants set forth in Sections 4.14 and 4.15. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, If such certificate states that the Total Leverage Ratio as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations last day of the American Institute relevant fiscal quarter of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statementHoldings exceeds 10.00:1.00, the Company shall furnish notify the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company Collateral Agent to, and the Subsidiary Guarantors willCollateral Agent shall promptly, so long instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as any of applicable, for the Securities are outstandingEarnings Account and Bareboat Accounts to institute a Blocked Period (as defined in Section 4.15) (such instruction, deliver to the Trustee forthwith upon any Officer becoming aware of any a “Blocking Notice”). If such certificate states that no Default or Event of Default exists and the Total Leverage Ratio as of the last day of the relevant fiscal quarter of Holdings is equal to or default in the performance of any covenantless than 10.00:1.00, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company shall notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as applicable, for the Earnings Account and Bareboat Accounts to revoke any Subsidiary Guarantor proposes to take with respect theretothen existing Blocked Period and Blocking Notice.

Compliance Certificates. (a) The Company shall deliver to the TrusteeTrustee and the Collateral Agent, within 90 days after the end concurrently with each delivery of each fiscal year financial statements required by Section 4.09(a)(3) and (a)(4), a certificate from an Officer of the Company, an Officers' Certificate substantially Company (in the form of Exhibit J hereto, his or her capacity as such and not in his or her individual capacity) stating (i) that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year quarter or fiscal year, as the case may be, has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its 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 such Officer's his or her knowledge, that the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance other Note Documents and no Default or observance Event of any of the terms, provisions and conditions hereof Default exists (or, if a Default or Event of Default shall have occurredexists, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or 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 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 Security Documents under applicable law and reciting the details of such Officer's knowledgeaction or referring to prior such certificates in which such details are given or (y) that no such action is necessary to maintain such Liens. In addition, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account such certificate shall include a reasonably detailed calculation of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company Collateral Rig Leverage Ratio and the Subsidiary Guarantors are taking or propose to take Total Leverage Ratio for such period and whether Holdings is in compliance with respect theretothe covenants set forth in Sections 4.14 and 4.15. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, If such certificate states that the Total Leverage Ratio as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations last day of the American Institute relevant fiscal quarter of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statementHoldings exceeds 10.00:1.00, the Company shall furnish notify the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company Collateral Agent to, and the Subsidiary Guarantors willCollateral Agent shall promptly, so long instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as any of applicable, for the Securities are outstandingEarnings Account and Bareboat Account to institute a Blocked Period (as defined in Section 4.15) (such instruction, deliver to the Trustee forthwith upon any Officer becoming aware of any a “Blocking Notice”). If such certificate states that no Default or Event of Default exists and the Total Leverage Ratio as of the last day of the relevant fiscal quarter of Holdings is equal to or default in the performance of any covenantless than 10.00:1.00, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company shall notify the Collateral Agent to, and the Collateral Agent shall promptly, instruct the relevant depositary bank under the control agreements or Account and Receivables Pledge Agreement or Account Pledge Agreement, as applicable, for the Earnings Account and Bareboat Account to revoke any Subsidiary Guarantor proposes to take with respect theretothen existing Blocked Period and Blocking Notice.

Compliance Certificates. (a1) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each of the Company's fiscal year years an Officers' Certificate executed by Officers of the Company, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default. Such certificate shall contain a certification from the principal executive officer, stating that a review of the activities principal financial officer or principal accounting officer of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision as to his or her knowledge of the signing Officers Company's compliance with a view to determining whether the Company has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.03(1), and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of grace or requirement of notice provided under this Indenture. If they do know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31Default, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b2) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public AccountantsAccountants as certified by the Company to the Trustee in an Officer's Certificate, the year-Company shall deliver to the Trustee within 125 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationa) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, and (b) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation a Default has occurredcome to their attention, specifying the nature and period of the existence thereof. Where ; PROVIDED, HOWEVER, that the independent certified public accountants delivering such financial statements are statement shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (3) The Company shall deliver to the Trustee as soon as possible and what action in any event within 15 days after the Company becomes aware of the occurrence of each Default or any Subsidiary Guarantor Event of Default, which is continuing, an Officers' Certificate setting forth the details of such Default or Event of Default, and the action which the Company proposes to take with respect thereto.

Compliance Certificates. (a1) The Company shall deliver ----------------------- to the Trustee, Trustee within 90 days after the end of each fiscal year of the Company, 's fiscal years an Officers' Certificate substantially in the form of Exhibit J heretoCertificate, stating that whether or not the signers know of any Default or Event of Default. Such certificate shall contain a review of certification from the activities principal executive officer, principal financial officer or principal accounting officer of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision as to his or her knowledge of the signing Officers Company's compliance with a view to determining whether the Company has kept, observed, performed all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 5.3(1), and further stating, as such compliance shall be determined without regard to each any period of grace or requirement of notice provided under this Indenture. If such Officer signing such certificate, that, to the best Officers do know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe any such Default shall have occurredor Event of Default, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect theretoits status. Such Officers' Certificate shall need not comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year1.6 hereof. (b2) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the year-Company shall deliver to the Trustee within 120 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement by the Company s independent certified public accountants stating (A) - that their audit examination has included a review of the Company's independent public accountants terms of this Indenture and the Securities as they relate to accounting matters, and (which shall be a firm of established national reputationB) that - whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation a Default has occurredcome to their attention, specifying the nature and period of the existence thereof. Where ; provided, however, that the -------- ------- independent certified public accountants delivering such financial statements are statement shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that reason of any failure to obtain knowledge of any such written statement Default or Event of Default that would not be contrary to disclosed in the then current recommendations course of the American Institute of Certified Public Accountantsan audit examination conducted in accordance with generally accepted auditing standards. (c3) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon Trustee, within five Business Days of any Officer becoming aware of (i) any Default or Default, Event of Default or default in the - performance of any covenant, agreement or condition contained in this IndentureIndenture or (ii) any event of default under any other mortgage, Indenture or instrument, -- an Officers' Certificate specifying such Default or Default, Event of Default Default, default or event of default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto. (4) The Company shall deliver to the Trustee any information reasonably requested by the Trustee in connection with the compliance by the Trustee or the Company with the Trust Indenture Act.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year its Fiscal Year, Officers' Certificates of the Company, an Officers' Certificate substantially in Company signed by the form of Exhibit J hereto, Officers specified under TIA (S)314(a)(4) stating (i) that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year Fiscal Year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the Securities, and further stating, as to each such Officer signing such certificate, (ii) that, to the best knowledge of such Officer's knowledge, the Company and each Subsidiary Guarantor no Default or Event of Default has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof occurred (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge knowledge, their status and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The first certificate to be delivered pursuant to this Section 4.6(a) shall be for the first Fiscal Year of the Company hereby represents that, as of ending after the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-Company shall cause its independent public accountants to deliver to the Trustee within 120 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each Fiscal Year a written statement by such accountants stating (A) that their audit examination has included a review of the Company's independent public accountants relevant provisions of this Indenture and the Securities as they relate to accounting matters, and (which shall be a firm B) whether, in connection with their audit examination, any Default or Event of established national reputation) that in making the examination necessary for certification of such financial statements nothing Default has come to their attention that would lead them and if such a Default or Event of Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where , provided that, without any restriction as to the scope of the audit examination, such financial statements are independent certified public accountants shall not accompanied be liable by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that reason of any failure to obtain knowledge of any such written statement Default or Event of Default that would not be contrary to disclosed in the then current recommendations course of the American Institute of Certified Public Accountantsan audit examination conducted in accordance with generally accepted auditing standards. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon Trustee, promptly after any Officer becoming aware of (i) any Default or Default, Event of Default or default in the performance of any covenant, agreement or condition contained in the Securities or this IndentureIndenture or (ii) any event of default under any other Indebtedness referred to in Section 6.1(a)(v), an Officers' Certificate specifying such Default or Default, Event of Default Default, default or event of default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in 50 stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Restricted Subsidiaries during and the preceding fiscal year has been made under Company's and the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, the Company has complied with all conditions and each Subsidiary Guarantor has keptcovenants under this Indenture. For purposes of this Section 4.18, observed, performed and fulfilled each and every covenant contained in such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture and is not in default in the performance or observance Indenture. If any such officer knows of any of the terms, provisions and conditions hereof (or, if such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 90 days after the end of the American Institute of Certified Public Accountantsits fiscal year, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.18 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of each of the Company's fiscal years, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and make it available for inspection by the Holders upon reasonable notice to the Trustee and during normal business hours.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J D hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.Section 4.07 through Section

Compliance Certificates. (a1) The Company Mark IV shall deliver to the Trustee, Trustee within 90 days after the end of each e▇▇▇ ▇▇ Mark IV's fiscal year years a certificate containing a certification from t▇▇ ▇rincipal executive officer, principal financial officer or principal accounting officer of the CompanyMark IV as to his or her knowledge of Mark IV's compliance with all co▇▇▇▇▇▇▇s and covenants under this Inde▇▇▇▇e. For purposes of this Section 4.03(l), an Officers' Certificate substantially in the form such compliance shall be determined without regard to any period of Exhibit J hereto, stating that a review grace or requirement of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations notice provided under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best . If they do know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect theretoits status. Such Officers' Certificate shall certificate need not comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, Sections 11.04 and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year11.05. (b2) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, Mark IV shall deliver to the year-Trustee within 120 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of ▇▇▇▇ ▇▇scal year a written statement by Mark IV's independent certified public accountants stating (A) that th▇▇▇ audit examination has included a review of the Company's independent public accountants terms of this Indenture and the Securities as they relate to accounting matters, and (which shall be a firm of established national reputationB) that whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation a Default has occurredcome to their attention, specifying the nature and period of the existence thereof. Where ; PROVIDED, HOWEVER, that the independent certified public accountants delivering such financial statements are statement shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (3) Mark IV shall deliver to the Trustee as soon as possible and what in any ev▇▇▇ ▇▇▇hin 15 days after Mark IV becomes aware of the occurrence of each Default or Event of De▇▇▇▇▇, which is continuing, an Officers' Certificate (which need not comply with Sections 11.04 and 11.05) setting forth the details of such Default or Event of Default, and the action the Company or any Subsidiary Guarantor which Mark IV proposes to take with respect thereto.

Compliance Certificates. (a) The Company Issuer and the Guarantor shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2000, an Officer's Certificate of the CompanyIssuer and the Guarantor (the signatory to which shall be either the principal executive officer, an Officers' Certificate substantially in principal financial officer or principal accounting officer of the form of Exhibit J hereto, stating Issuer and the Guarantor) stating: (i) that a review has been conducted of the activities of the Company Issuer, the Guarantor and the Guarantor's Restricted 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 Company Guarantor and the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture; and (ii) that, and further stating, as to the best knowledge of each such Officer signing such certificate, that, to each of the best of such Officer's knowledge, Guarantor and the Company and each Subsidiary Guarantor Issuer has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions provisions, conditions and conditions covenants hereof (or, if a Default or Event of Default shall have occurred, describing all specifying each such Defaults Default or Events Event of Default of which such Officer may have knowledge and describing its status and what action the Company Guarantor and/or the Issuer, as applicable, is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end The annual financial statements delivered pursuant to Section 4.02 4.7 shall be accompanied by a written statement of the CompanyGuarantor's and the Issuer's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such annual financial statements nothing as to which such accountants have professional competence has come to their attention that would lead them to believe that either the Company Guarantor or the Issuer has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (as to the extent which such provisions relate to accounting matters) accountants have professional competence, or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company Each of the Guarantor and the Subsidiary Guarantors willIssuer shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee forthwith upon Trustee, promptly after any Officer becoming of the Guarantor or the Issuer, as applicable, becomes aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Officer's Certificate specifying such Default or Event of Default and what action the Company Guarantor or any Subsidiary Guarantor the Issuer, as applicable, is taking or proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, his or her knowledge the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are is taking or propose proposes to take with respect thereto. Such Officers' Certificate For purposes of this paragraph, such compliance shall comply with TIA Section 314(a)(4). The Company hereby represents that, as be determined without regard to any period of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance grace or requirement of any change in its fiscal yearnotice provided under this Indenture. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 5.02 hereof shall be accompanied by a written statement of the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07Articles 4, 4.09, 4.10, 4.11 5 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) 6 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default Default, including a default or event of default in under any of the performance of any covenant, agreement or condition contained in this IndentureBasic Documents, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.15, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officers of the Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.15(a) shall be for the first fiscal year beginning after the execution of this Indenture. Except as set forth herein, the Trustee shall have no obligation to monitor the Company's compliance with its obligations set forth herein. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.15 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) Lodgian shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of Lodgian's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of Lodgian that a review has been conducted of the activities of Lodgian and its Restricted Subsidiaries and Lodgian's and its Restricted Subsidiaries' performance under this Indenture and that Lodgian has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of Lodgian signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The Company first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) Lodgian shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of the Companyin which this Indenture was executed, an Officers' Certificate substantially in the form of Exhibit J hereto, a certificate signed by Lodgian's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that Lodgian was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officers of the Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days of the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that, to the knowledge of such Officers, the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) So long as (and to the extent) not prohibited by the then current recommendations of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four 62 56 and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not come to the attention of such accountants in the course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (c) Within 90 days of the end of each of the Company's fiscal years, the Company or any Subsidiary Guarantor proposes shall deliver to take the Trustee a list of all Significant Subsidiaries. The Trustee shall have no duty with respect theretoto any such list except to keep it on file and available for inspection by the Holders.

Compliance Certificates. (a) The Company shall and the Guarantors will deliver to the Trustee, within 90 120 days after the end of each of their fiscal year years ending after the date hereof, a written statement signed by the chairman or a chief executive officer, the principal financial officer, principal accounting officer or Treasurer of the Company, an Officers' Certificate substantially in the form of Exhibit J heretoCompany or such Guarantor (as applicable), stating (i) that a review of the activities of the Company and the Subsidiaries or such Guarantor (as applicable) during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Company or such Guarantor (as applicable) has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and (ii) that, and further stating, as to the knowledge of each such Officer officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary or such Guarantor (as applicable) has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions provisions, conditions and conditions covenants hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer officers may have knowledge knowledge, their status and what action the Company or such Guarantor (as applicable) is taking or proposes to take with respect thereto). When any Default has occurred and is continuing, or if the Trustee or any Holder or the trustee for or the holder of any other evidence of Indebtedness of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness (other than Indebtedness evidenced by the Notes) in the principal amount of less than $50,000,000), the Company will promptly deliver to the Trustee by registered or certified mail or by telegram, or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Certificate specifying such event, notice or other action no later than five Business Days after the Company becomes aware of such occurrence and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days of the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.18, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.18(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.18 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article IV and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end Each set of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end audited financial statements delivered to a holder of Notes pursuant to Section 4.02 7.1(b) shall be accompanied by a written statement certificate of the Company's independent certified public accountants (which shall be shoes opinion accompanies such statements stating whether in the course of their audit such accountants have become aware of any condition or event that constitutes a firm Default or an Event of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07Default, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation has occurredcondition or event existed or exists, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (cb) The Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth: (i) Covenant Compliance - the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.3 through Section 10.6 and Section 10.8 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished ( including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the Subsidiary Guarantors will, so long as any calculation of the Securities are outstandingamount, deliver to ratio or percentage then in existence and the Trustee forthwith upon any Officer becoming aware of any information required by Section 10.3 (d));and (ii) Default or Event of Default - statement that such officer has reviewed the relevant terms hereof and has made, or default in caused to be made, under this or her supervision, a review of the performance transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly of annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any covenant, agreement condition or condition contained in this Indenture, an Officers' Certificate specifying such event that constitutes a Default or an Event of Default of, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company company shall have taken or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture. For purposes of this Section 3.14, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 3.14(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited oras they relate to accounting matters, if such event has occurred, a description of (ii) that they have read the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 3.14 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Three and Section 4.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. So long as any Revolving Loan remains unpaid or any Letter of Credit or Set-Aside Letter remains outstanding, or any other Obligation remains unpaid or unperformed (other than any contingent indemnity obligations under any Loan Document) or any portion of the Revolving Commitments remains outstanding, the Borrower shall, unless the Majority Lenders otherwise consent in writing, deliver to each Lender, at the Borrower's sole expense, not later than the date financial statements are required to be delivered by the Borrower pursuant to Section 9.1(a), a Certificate of a Responsible Official of the Borrower (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries Borrower during the preceding such fiscal year period has been made under the supervision of the signing Officers certifying Responsible Official with a view to determining whether during such fiscal period the Company has kept, observed, Borrower performed and fulfilled observed all its obligations respective Obligations under this Indenturethe Loan Documents, and further stating, as to each such Officer signing such certificate, either (i) stating that, to the best knowledge of the certifying Responsible Official, during such Officer's knowledgefiscal period, the Company and each Subsidiary Guarantor has kept, observed, Borrower performed and fulfilled observed each covenant and every covenant contained in this Indenture condition of the Loan Documents and that no Default has occurred and is continuing or (ii) if the Borrower has not in default in the performance or observance of any of the terms, provisions performed and observed such covenants and conditions hereof (or, or if a Default or Event of Default shall have occurredexists and is then continuing, describing specifying all such Defaults or Events of Default of which such Officer may have knowledge and what action their nature and status and the Company actions the Borrower is taking or proposes to take with respect thereto; and (b) and stating that to the best knowledge of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account Official the Properties of the principal ofBorrower are being maintained and are in reasonable working order and condition, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event ordinary wear and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yeartear excepted. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to ------------------------------ the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If any of the officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 60 days after the end of each fiscal year of the Companyfirst three fiscal quarters of each year and 120 days after the end of the last fiscal quarter of each year, an Officers' Certificate substantially in stating whether or not the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware signers know of any Default or Event of Default or default in that occurred during such fiscal quarter. In the performance case of any covenant, agreement or condition contained in this Indenture, an the Officers' Certificate specifying delivered within 120 days of the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture. For purposes of this Section 3.15, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If such officers know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and what action its status. The first certificate to be delivered pursuant to this Section 3.15(a) shall be for the first fiscal quarter ending after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 120 days after the end of the Company's fiscal year, a certificate signed by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters, (ii) that they have read the Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 3.15 for the last quarter of the fiscal year and (iii) whether, in connection with their audit examination, anything came to their attention that caused them to believe that the Company was not in compliance with any of the terms, covenants, provisions or conditions of Article Three and Section 4.01 of this Indenture as they pertain to accounting matters and, if any Subsidiary Guarantor proposes Default or Event of Default has come to take their attention, specifying the nature and 57 52 period of existence thereof; provided that such independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J hereto, stating any Default or Event of Default that a review occurred during such fiscal year. Such certificate shall comply with the applicable provisions of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of TIA. If any of the terms, provisions and conditions hereof (or, if signers of the Officers' Certificate have knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary The Company shall deliver to the then current recommendations of Trustee, within 90 days after the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's fiscal year, a certificate signed by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.16 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that reason of any failure to obtain knowledge of any such written statement Default or Event of Default that would not be contrary to disclosed in the then current recommendations course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the American Institute date of Certified Public Accountantssuch examination. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, commencing with the fiscal year of the Companyending December 31, 2017, an Officers' Officer’s Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries during the preceding fiscal year (or, with respect to the first such certificate, the period from the Issue Date to December 31, 2017), has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has and the Guarantors have kept, observed, performed and fulfilled its their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, his or her knowledge the Company and each Subsidiary Guarantor has the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and none is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, interest on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are is taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto. (b) The Company shall deliver to the Trustee, within 30 days after becoming aware thereof, written notice in the form of an Officer’s Certificate of any event that with the giving of notice and/or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver At the time financial statements are required to the Trustee, be furnished pursuant to Sections 8.1 and 8.2 and within 90 days after the end of each fiscal year ten (10) Business Days of the CompanyAdministrative Agent's request with respect to any other fiscal period, an Officers' Certificate a certificate substantially in the form of Exhibit J heretoL (a “Compliance Certificate”) executed by a Responsible Officer of the REIT Guarantor: (i) setting forth in reasonable detail as at the end of such quarterly accounting period, calendar year, or other fiscal period, as the case may be, the calculations required to establish whether or not the Borrower and the REIT Guarantor are in compliance with the covenants contained in Sections 9.1 through 9.3, 9.5 and 9.13; and (ii) stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has keptno Default exists, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a such is not the case, specifying such Default or Event of Default shall have and its nature, when it occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge whether it is continuing and what action the Company is taking or proposes to take steps being taken by the Borrower and/or the REIT Guarantor with respect theretoto such event, condition or failure. In addition, with each such Compliance Certificate, the Borrower shall deliver the following information: (A) a development schedule of the announced development pipeline, including for each announced development project, the project name and location, the square footage to be developed, the expected construction start date, the expected date of delivery, the expected stabilization date and the total anticipated cost; (B) a schedule of all outstanding Indebtedness of the Borrower and its Subsidiaries and the REIT Guarantor and its Subsidiaries, showing for each component of Indebtedness, the lender, the total commitment, the total indebtedness outstanding, the interest rate, if fixed, or the applicable margin over an index, if the interest rate floats, the term, the required amortization (if any) and that the security (if any); (C) a schedule of all interest rate protection agreements to which the best Borrower, the REIT Guarantor or any of their respective Subsidiaries are a party, showing for each such Officer's knowledgeagreement, after reasonable inquirythe total dollar amount, no event has occurred the type of agreement (i.e. cap, collar, swap, etc.) and remains in existence by reason the term thereof and (D) a copy of which payments on account of the principal of, premiumall management reports, if any, submitted to the Borrower or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking REIT Guarantor or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in management by its fiscal yearindependent public accountants. (b) So long as not contrary to At the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such time financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would required to be contrary furnished pursuant to the then current recommendations Sections 8.1 and 8.2 and within ten (10) Business Days of the American Institute Administrative Agent's request, Borrower shall also deliver a borrowing base certificate substantially in the form of Certified Public Accountants. Exhibit N (ca “Borrowing Base Certificate”) The Company and the Subsidiary Guarantors will, so long as any executed by a Responsible Officer of the Securities are outstandingREIT Guarantor that: (i) sets forth a list of all Borrowing Base Properties together with a calculation of the Borrowing Base Value; (ii) includes the calculation of the Implied Debt Yield, deliver to (iii) certifies (A) that all Borrowing Base Properties so listed fully qualify as such under the Trustee forthwith upon any Officer becoming aware applicable criteria for inclusion as Borrowing Base Properties, (B) that all acquisitions, dispositions or other removals of Borrowing Base Properties completed during such quarterly accounting period, calendar year, or other fiscal period were permitted under this Agreement, (C) the acquisition cost of any Default or Event of Default or default in Borrowing Base Properties acquired during such period, and (D) the performance Borrowing Base Value of any covenantBorrowing Base Properties removed during such period, agreement or condition contained in this Indenture, an Officers' Certificate specifying and (iv) includes any other information that the Administrative Agent may reasonably require to determine the Borrowing Base Value of such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect theretoBorrowing Base Properties.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each of the first three quarters of the Company's fiscal year, and within 90 days after the end of each such fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J hereto, stating (i) that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year quarter or year, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and (ii) that, and further stating, as to the best knowledge of each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions provisions, conditions and conditions covenants hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer Officers may have knowledge knowledge, their status and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end The annual financial statements delivered pursuant to Section 4.02 4.7 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such annual financial statements nothing as to which such accountants have professional competence has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (as to the extent which such provisions relate to accounting matters) accountants have pro- fessional competence, or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon Trustee, promptly after any Officer becoming of the Company becomes aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. The Charterer shall furnish or cause to be furnished, to the Owner and the Investors: (a) The Company shall deliver to within 45 days after the Trusteeend of the first, second and third quarterly accounting period in each fiscal year of R&B Falcon, and within 90 days after the end of each fiscal year of R&B Falcon, a certificate of the CompanyChairman, an Officers' Certificate substantially in the form President or a Vice President and the Chief Financial Officer or Principal Accounting Officer of Exhibit J hereto, R&B Falcon stating that each of the Charterer and each Guarantor has performed and complied with all the terms and provisions of this Charter or the Guaranty and/or the other Charter Documents, as the case may be, or, if there shall have been an Event of Default hereunder or if any Guarantor shall be in default under the Guaranty, specifying all such defaults and the nature thereof of which the signer of such certificate may have notice or knowledge; (b) within 90 days after the end of each fiscal year of R&B Falcon, a certificate of the independent public accountants reporting on the financial statements for such year (i) stating that their examination in connection with such financial statements has been made in accordance with generally accepted auditing standards and has included a review of the activities relevant terms of the Company Guaranty, the Charter and the Subsidiaries other Charter Documents, (ii) stating whether or not such examination has disclosed the existence, during or at the preceding fiscal year has been made under end of such year, of any default by the supervision Charterer or any Guarantor in the observance of any of the signing Officers with a view terms of the Guaranty, this Charter or the other Charter Documents, insofar as they relate to determining whether accounting matters, and, if such examination has disclosed any such default, specifying all such defaults and the Company has kept, observed, performed and fulfilled its obligations under this Indenturenature thereof (it being understood that such accountants shall not be liable for any failure to obtain knowledge of any such default which would not be disclosed in the course of such examination), and further stating(iii) stating that they have reviewed the certificate of the officers of R&B Falcon, as delivered with respect to each such Officer signing year pursuant to paragraph (a) of this Section 11.4, and confirming the matters set forth in such certificate; (c) promptly after R&B Falcon's receipt thereof, that, any audit management letter or similar document submitted after the date hereof by independent accountants in connection with each annual or interim audit made by such accountants with respect to the best financial condition or affairs of such Officer's knowledge, R&B Falcon or any Guarantor; and (d) as promptly as practicable (but in any event not later than 15 days) after any officer of the Company and each Subsidiary Charterer or any Guarantor obtains notice or knowledge of the occurrence of any default (which has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default been remedied or waived) in the performance or observance of any of the termsterms or provisions of the Guaranty or any of the other Charter Documents or any Event of Default under the Charter, provisions a certificate of either the Chairman, the President or a Vice President and conditions hereof the Chief Financial Officer or Principal Accounting Officer of the Charterer or Guarantor (or, if a Default as the case may be) describing the default or Event of Default shall have occurredand stating the date of commencement thereof, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or Charterer proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company thereto and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that estimated date when it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearwill be remedied. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J heretosigned by its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Subsidiaries, as the Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company each has kept, observed, performed and fulfilled its obligations Obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, the Company and his or her knowledge each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 4.03 above shall be accompanied by a written statement of (x) the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that which would lead them to believe that the Company has violated any provisions of Sections 4.07Article 4, 4.09, 4.10, 4.11 5 or 4.15 6 of this Indenture (to the extent such provisions insofar as they relate to accounting matters) matters or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's financial statements are not accompanied by prepared on a consolidated basis with the Company's, such Restricted Subsidiary's independent public accountants (who shall be a written statement, firm of established national reputation) that in making the Company shall furnish the Trustee with an Officers' Certificate stating examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any such written statement would be contrary to the then current recommendations of the American Institute Restricted Subsidiaries is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of Certified Public Accountantsexistence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default or (ii) any event of default in under any other mortgage, indenture or instrument to which the performance of any covenant, agreement or condition contained in this IndentureCompany is a party, an Officers' Certificate specifying such Default or Default, Event of Default or event of default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto. (d) The Company shall also comply with TIA ss. 314(a)(4).

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J heretosigned by its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities ac- tivities of the Company and the its Subsidiaries during the preceding preced- ing fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, the Company and his or her knowl- edge each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default de- fault in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations rec- ommendations of the American Institute of Certified Public AccountantsAc- countants, the year-end financial statements delivered pursuant to Section 4.02 4.2 above shall be accompanied by a written statement state- ment of the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that which would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 Article 4 or 4.15 5 or that there exists a Default or Event of De- fault under Article 6 of this Indenture (to the extent such provisions insofar as they relate to accounting matters) matters or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Securi- ties are outstanding, deliver to the Trustee forthwith upon Trustee, within 5 days of any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto. (d) The Company shall also comply with TIA S 314(a)(4).

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' ’ Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best Event of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event Default has occurred. The Company shall also promptly notify the Trustee in writing should the Company’s fiscal year be changed so that the end thereof is on any date other than the date on which the Company’s fiscal year currently ends. The certificate need not comply with Section 1.02 hereof, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate but shall comply with TIA Section 314(a)(4). The Company hereby represents that, as ) of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearTrust Indenture Act. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 10 days after the occurrence thereof, notice of any acceleration which with the American Institute giving of Certified Public Accountants, notice and the year-lapse of time would be an Event of Default within the meaning of Section 5.01(5) hereof. (c) The Company shall deliver to the Trustee within 100 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement by the Company’s independent certified public accountants stating (i) that their audit examination has included a review of the Company's independent public accountants terms of this Indenture and the Securities as they relate to accounting matters and (which shall be a firm of established national reputationii) that whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are not accompanied by such a written statementDefault has occurred; provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute audit examination, such independent certified public accountants shall not be liable by reason of Certified Public Accountantsthe failure to obtain knowledge of such Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (cd) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, shall deliver to the Trustee forthwith upon any Officer becoming aware of any a Default or Event of Default (but in no event later than 10 days after the occurrence of each Default or default in the performance Event of any covenant, agreement or condition contained in this IndentureDefault that is continuing), an Officers' ’ Certificate specifying setting forth the details of such Default or Event of Default and what the action that the Company or any Subsidiary Guarantor proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 60 days after the end of each of its first three fiscal quarters, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.12 shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto(one signatory to which shall be its principal executive officer, principal financial officer or principal accounting officer) stating that a review of the activities of the Company and the Subsidiaries its subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed performed, fulfilled and fulfilled complied with its obligations obligations, covenants and conditions under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, knowledge the Company and each Subsidiary Guarantor has kept, observed, performed performed, fulfilled and fulfilled complied with each and every covenant and condition contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of such Officer's knowledge, after reasonable inquiry, knowledge no event has occurred and remains in existence by reason of is continuing which payments on account of the principal of, premium, if anyis, or interestafter notice or lapse of time or both would become, if anyan Event of Default, on the Securities are prohibited or, or if such an event has occurredoccurred and is continuing, a description of the specifying each such event and what action the Company known to such Officers and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, nature and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus thereof. (bc) So long as not contrary The Company shall deliver to the then current recommendations Trustee within 120 days after the end of the American Institute of Certified Public Accountants, the year-end financial each fiscal year written statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent certified public accountants stating as to the Company (which shall be a firm of established national reputationA) that their audit examination has included a review of the terms of this Indenture and the Securities as they relate to accounting matters, and (B) whether, in making the examination necessary for certification connection with their audit examination, any Default or Event of such financial statements nothing Default has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) orand, if any such violation a Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement; provided that, the Company shall furnish the Trustee with an Officers' Certificate stating that without any such written statement would be contrary restriction as to the then current recommendations scope of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors willsuch audit examinations, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware such independent certified public accountants shall not be liable by reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or course of any Subsidiary Guarantor proposes to take audit examination conducted in accordance with respect theretogenerally accepted auditing standards.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 45 days after the end of each fiscal year quarter (120 days after the end of the Companylast fiscal quarter of each year), an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 120 days after the end of the Company's fiscal year, stating such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the 51 44 Company and its Restricted Subsidiaries and the Subsidiaries during the preceding fiscal year has been made Company's and its Restricted Subsidiaries' performance under the supervision of the signing Officers with a view to determining whether this Indenture and that the Company has kept, observed, performed complied with all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.12, and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in grace or requirement of notice provided under this Indenture and is not in default in the performance or observance of Indenture. If any of the terms, provisions and conditions hereof (or, if Officers signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4)its status. The Company hereby represents that, as first certificate to be delivered pursuant to this Section 4.12(a) shall be for the first fiscal quarter beginning after the execution of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearthis Indenture. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee, within 120 days after the end of each fiscal year, beginning with the American Institute of Certified Public Accountantsfiscal year in which this Indenture was executed, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Debentures as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.12 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company 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 of the Companyyear, an Officers' ’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the 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 Company and the Subsidiary Guarantors has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, his or her knowledge each of the Company and each the Subsidiary Guarantor Guarantors has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Indenture; and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have has occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are is taking or propose proposes to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations any of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements Notes are not accompanied by such a written statementoutstanding, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, will deliver to the Trustee Trustee, forthwith upon any Officer of the Company becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (aA) The Company Guarantor shall deliver to the TrusteeAdministrative Agent, within 90 days after the end of each the Guarantor's fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificates shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Guarantor that a review has been conducted of the activities of the Company Guarantor and the Restricted Subsidiaries during and the preceding fiscal year has been made under Guarantor's and the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations Restricted Subsidiaries' performance under this Indenture, Guarantee and further stating, as to each such Officer signing such certificate, that, to the best knowledge of such Officer's knowledgeofficer, the Company and each Subsidiary Guarantor has keptcomplied with all conditions and covenants under this Guarantee. For purposes of this Subsection 11(b)(14), observedsuch compliance shall be determined without regard to any period of grace or requirement of notice. If any such officer knows of such a Default or Event of Default, performed the certificate shall describe any such Default or Event of Default and fulfilled each its status. (B) The Guarantor shall deliver to the Administrative Agent, within 90 days after the end of its fiscal year, a certificate signed by the Guarantor's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Guarantee as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Administrative Agent pursuant to paragraph (a) of this Subsection 11(b)(14) and every covenant contained (iii) whether, in this Indenture and is connection with their audit examination, anything came to their attention that caused them to believe that the Guarantor was not in default in the performance or observance of compliance with any of the terms, covenants, provisions and or conditions hereof (orof this Subsection 11(b)(14) as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the date of such examination. (C) Within 90 days of the end of each of the Guarantor's fiscal years, the Guarantor proposes shall deliver to take with respect theretothe Administrative Agent a list of all Significant Subsidiaries.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 90 days after the end of the last fiscal quarter of each year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificate shall comply with the applicable provisions of the TIA. If any of the signers of the Officers' Certificate have knowledge of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.17(a) shall be for the first fiscal year ending after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.17 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article IV and Section 5.1 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that reason of any failure to obtain knowledge of any such written statement Default or Event of Default that would not be contrary to disclosed in the then current recommendations course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the American Institute date of Certified Public Accountantssuch examination. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what which action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is required under the Trust Indenture Act of 1939, as amended) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in stating whether or not the form signers know of Exhibit J heretoany Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, stating principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Subsidiaries during the preceding fiscal year has been made Company's and its Restricted Subsidiaries' performance under the supervision of the signing Officers with a view to determining whether this Indenture and that the Company has kept, observed, performed complied with all conditions and fulfilled its obligations covenants under this Indenture. For purposes of this Section 4.17, and further stating, as such compliance shall be determined without regard to each such Officer signing such certificate, that, to the best any period of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in grace or requirement of notice provided under this Indenture and is not in default in the performance or observance of Indenture. If any of the terms, provisions and conditions hereof (or, if officers of the Company signing such certificate has knowledge of such a Default or Event of Default, the certificate shall describe any such Default shall have occurred, describing all such Defaults or Events Event of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearstatus. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year-end financial statements delivered pursuant to Section 4.02 shall be accompanied , beginning with the fiscal year in which this Indenture was executed, a certificate signed by a written statement of the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Notes as they relate to accounting matters, (ii) that they have read the most recent Officers' Certificate delivered to the Trustee pursuant to paragraph (a) of this Section 4.17 and (iii) whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company (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 of the Companyyear, an Officers' ’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the its Subsidiaries (or such Subsidiary Guarantor 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 Company (or such Subsidiary Guarantor) has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's his or her knowledge, the Company and each (or such Subsidiary Guarantor Guarantor) has kept, observed, performed and fulfilled each and every covenant contained in its obligations under this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company (or such Subsidiary Guarantor) is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interest, if any, on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the (or such Subsidiary Guarantors are Guarantor) is taking or propose proposes to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's ’s independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 Article Four or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) Article Five hereof or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) violation. The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' ’ Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 45 days after the end of each fiscal quarter (90 days after the end of the last fiscal quarter of each year), an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal quarter. In the case of the Officers' Certificate delivered within 90 days after the end of the Company's fiscal year, such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officers of the Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.16(a) shall be for the first fiscal quarter beginning after the execution of this Indenture. (b) The Company shall deliver to the Trustee, within 90 days after the end of each the Company's fiscal year, beginning with the fiscal year of in which this Indenture was executed, a certificate signed by the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, 's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.16 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J Annex 4.3 hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31June 30, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company TCN shall deliver ensure that each set of financial information delivered by it pursuant to Clause 16.1 (Financial Statements) is accompanied by a working paper (the Trustee“Attached Working Paper”) setting out the calculations showing compliance with the financial covenants set out in Clause 17 (Financial Condition) and the information from which such calculations are derived (including the calculations for the components of such covenants on a line by line basis) and a Compliance Certificate signed by two of its authorised signatories (at least one of whom shall be a Financial Officer) confirming: (i) compliance with the relevant financial covenants set out in Clause 17 (Financial Condition) and showing figures representing the actual financial ratios then in effect and the amount of Capital Expenditure spent in the relevant period; (ii) the ratio of Consolidated Net Borrowings to Consolidated Annualised TCN Group Net Operating Cash Flow; (iii) the ratio of Consolidated Annualised TCN Group Net Operating Cash Flow to Total Interest Charges; (iv) the ratio of Consolidated TCN Group Cash Flow to Consolidated Debt Service; (v) compliance with the 95% Security Test; (vi) the absence of any Default; and (vii) that the information contained in the Attached Working Paper has been prepared on the basis of the same information and methodology used to prepare the appropriate financial information, within 90 days after in each case, as at the end of each fiscal such financial year of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view or Financial Quarter to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking financial information relates or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of detailing any change in its fiscal yearnon-compliance. (b) So long as not contrary to Upon the then current recommendations occurrence of the American Institute an Integrated Merger Event, TCN shall deliver: (i) a Compliance Certificate signed by two of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement its authorised signatories (at least one of the Company's independent public accountants (which whom shall be a firm of established national reputationFinancial Officer) confirming that in making as at the examination necessary for certification effective date of such financial statements nothing Integrated Merger Event, the Merger Event Condition set out in paragraph (b) of the definition thereof and (unless the consent of an Instructing Group has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (been obtained to the extent Integrated Merger Event pursuant to paragraph (a)(ii) of the definition of Merger Event Conditions) the Merger Event Integration Tests set out in paragraphs (c), (d), (e) or (f) (as applicable) and (g) of the definition thereof have been satisfied, such provisions relate certificate to accounting mattersset out (in the case of such Merger Event Integration Tests) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statementrelevant ratios, the Company shall furnish calculations showing compliance with such ratios and the Trustee with an Officers' Certificate stating that any information from which such written statement would be contrary calculations were derived (including the calculations for the components of such ratios on a line by line basis); and (ii) a business plan for the combined businesses of the TCN Group and the Target Group for the period up to the then current recommendations Final Maturity Date in respect of the American Institute of Certified Public Accountants.Facility C. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or If: (i) an Event of Default or default in the performance of any covenanthas occurred, agreement or condition contained in this Indenture, an Officers' Certificate specifying but only while such Default or Event of Default is continuing, (provided that with respect to an Event of Default relating to a breach of any covenant in Clause 17 (Financial Condition), such Event of Default shall be deemed to be continuing until such time as TCN has delivered a Compliance Certificate pursuant to Clause 16.5 (Compliance Certificates) demonstrating that TCN is in compliance with each of the covenants set out in Clause 17 (Financial Condition)); or (ii) in the reasonable opinion of an Instructing Group, a breach of any covenant in Clause 17 (Financial Condition) is reasonably likely to occur, in each such circumstance, at TCN’s expense (in the case of sub-paragraph (i)) and what action at the Company Lenders’ expense (in the case of sub-paragraph (ii)), but without causing any undue interruption to the normal business operations of such Obligor or any Subsidiary Guarantor proposes to take with respect thereto.member of the TCN Group:

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in the form of Exhibit J D hereto, stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4ss.314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Section 4.07 through Section 4.18 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon within 10 Business Days of any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. Within forty-five (a45) The Company shall deliver to the Trustee, within 90 days after the end close of each fiscal year quarterly Accounting period in each Fiscal Year of the CompanyBorrower commencing March 31, an Officers' Certificate substantially 2006, Compliance Certificates in the form of Exhibit J G-1 and Exhibit G-2 annexed hereto, stating that a review together with an Officer's Certificate from the Borrower providing and otherwise certifying with respect to the following: (i) the compliance with the Financial Covenants, with such supporting detail as is deemed necessary by the Agent to verify the calculations incorporated therein; (ii) any changes to the Subsidiary Debt Schedule, including, without limitation, (a) any prepayments made on any Subsidiary Debt since the date of the activities then prior Officer's Certificate, (b) specific identification of all Subsidiary Debt which matures within the twelve (12) months following the date of the Company and the Subsidiaries during the preceding fiscal year Officer's Certificate, (c) any refinancing of such Subsidiary Debt which has occurred (or for which an application has been made under or a loan commitment received) since the supervision date of the signing Officers then prior Officer's Certificate, together with a view to determining whether summary of the Company has kept, observed, performed use and fulfilled its obligations under this Indenturedisbursement of the proceeds thereof, and further stating(d) any defaults then existing under any Subsidiary Debt not included in a prior Officer's Certificate or Subsidiary Debt Schedule, with such supporting detail as is deemed necessary by the Agent to verify the calculations incorporated therein; (iii) A listing of any material assets (a) sold by the Borrower, the Borrower Subsidiaries, and/or any of the other Loan Parties since the date of then prior Officer's Certificate, together with specific detail as to each the use and disbursement of the proceeds of the sale, and (b) as to which an agreement has been entered into since the date of the then prior Officer's Certificate for the sale thereof, together with the primary terms of such Officer signing agreement; (iv) a listing of any material assets acquired, or as to which an agreement to acquire has been entered into, by the Borrower, the Borrower Subsidiaries, and/or any of the other Loan Parties since the date of then prior Officer's Certificate, together with the primary terms of such certificate, thatacquisition or agreement; (v) except as disclosed in such Officer's Certificate, to the best extent of the knowledge of such Officer's knowledgeofficer, a certification that all insurance premiums in respect of insurance policies covering the Company and each Subsidiary Guarantor has keptproperties owned (directly or indirectly) by the Property Owners have been paid or are not past due more than sixty (60) days, observed, performed and fulfilled each and every covenant contained all debt service payments in this Indenture and is not in default in the performance or observance respect of any Subsidiary Debt of have been made and all real estate taxes and other impositions relating to any Property Owner or its related assets have been paid; and (vi) a summary of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance status of any change in its fiscal yearpending insurance claims or condemnation award proceedings. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company and the Guarantor shall deliver to the Trustee each year, within 105 days after the last day of the Company's immediately preceding fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company and the Guarantor that a review has been conducted of the activities of the Guarantor, Company and its Restricted Subsidiaries, as applicable, and the Guarantor's, the Company's and its Restricted Subsidiaries', as applicable, performance under this Indenture and that the Guarantor or the Company, as the case may be, has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.17(a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If they do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. (b) The Company and the Guarantor shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Company, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Guarantor's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is the Notes as they relate to accounting matters, and (ii) whether, in connection with their audit examination, anything came to their attention that caused 44 52 them to believe that the Guarantor or the Company was not in default in the performance or observance of compliance with any of the terms, covenants, provisions or conditions of Article Four and conditions hereof (orSection 5.01 of this Indenture as they pertain to accounting matters and, if a any Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredattention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Issuer and the Company shall each deliver to the Trustee, Trustee within 90 days after the end of each fiscal year of the CompanyCompany (which fiscal year currently ends on December 31), an Officers' Officer's Certificate substantially in stating whether or not the form signer knows of Exhibit J hereto, stating any Default or Event of Default by the Issuer or the Company that a review occurred prior to the end of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under and is then continuing. If the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best signer does know of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default, the certificate shall describe each such Default shall have occurred, describing all such Defaults or Events Event of Default and its status and the specific section or sections of this Indenture in connection with which such Officer may have knowledge and what action the Company is taking Default or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, Event or interest, if any, on the Securities are prohibited or, if such event Default has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall also promptly notify the Trustee at least 30 days in advance of writing should the Company's fiscal year be changed so that the end thereof is on any change in its date other than the date on which the Company's fiscal yearyear currently ends. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee as soon as practicable but in any event not later than 45 days after the end of each fiscal quarter an Officer's Certificate setting forth the American Institute Company's Subordinated Capital Base for purposes of Certified Public Accountants, this Section 1011. The Trustee may conclusively rely on the year-Officer's Certificate for such purposes. (c) The Company shall deliver to the Trustee within 90 days after the end financial statements delivered pursuant to Section 4.02 shall be accompanied by of each fiscal year a written statement of by the Company's independent certified public accountants stating (which shall be a firm of established national reputationi) that their audit examination has included a review of the terms of this Indenture and the Senior Notes as they relate to accounting matters and (ii) whether, in making the examination necessary for certification of such financial statements nothing connection with their audit examination, any Default has come to their attention that would lead them and if such a Default has come to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof. Where thereof and the specific section or sections of this Indenture in connection with which such financial statements are Default has occurred; PROVIDED, that without any restriction as to the scope of the audit examination, such independent certified public accountants shall not accompanied be liable by reason of the failure to obtain knowledge of such a written statement, Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (d) The Issuer and the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, each deliver to the Trustee forthwith upon any Officer becoming aware of any Default or a Default, Event of Default or default Company Event of Default (but in no event later than 10 days after the performance occurrence of any covenanteach Default, agreement Event of Default or condition contained in this IndentureCompany Event of Default that is continuing), an Officers' Officer's Certificate specifying setting forth the details of such Default, Event of Default or Company Event of Default and what the action the Company or any Subsidiary Guarantor that it proposes to take with respect theretothereto and the specific section or sections of this Indenture in connection with which such Default, Event of Default, or Company Event of Default has occurred.

Compliance Certificates. (a) The Company and each Subsidiary Guarantor shall deliver to the Notes Trustee, within 90 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J heretosigned by its principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company and its Subsidiaries or such Subsidiary Guarantor, as the Subsidiaries case may be, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company each has kept, observed, performed and fulfilled its obligations Obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, the Company and his or her knowledge each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurredoccurred during such period, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 4.03 above shall be accompanied by a written statement of (x) the Company's independent public accountants (which who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that which would lead them to believe that the Company has violated any provisions of Sections 4.07Article 4, 4.09, 4.10, 4.11 5 or 4.15 6 of this Indenture (to the extent such provisions insofar as they relate to accounting matters) matters or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's or Subsidiary Guarantor's financial statements are not accompanied by prepared on a consolidated basis with the Company's, such Restricted Subsidiary's or Guarantor's independent public accountants (who shall be a written statement, firm of established national reputation) that in making the Company shall furnish the Trustee with an Officers' Certificate stating examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any such written statement would be contrary to the then current recommendations of the American Institute Restricted Subsidiaries or Subsidiary Guarantors is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period 49 of Certified Public Accountantsexistence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company and each of the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee Notes Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default or (ii) any event of default in under any other mortgage, indenture or instrument to which the performance of any covenant, agreement or condition contained in this IndentureCompany is a party, an Officers' Certificate specifying such Default or Default, Event of Default or event of default and what action the Company or any such Subsidiary Guarantor Guarantor, as the case may be, is taking or proposes to take with respect thereto. (d) The Company and each of the Subsidiary Guarantors shall also comply with TIA Section 314(a)(4).

Compliance Certificates. (a) The Company SFC shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Companyyear, an Officers' Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company SFC and the its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has SFC and its Subsidiaries have kept, observed, performed and fulfilled its their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, that to the best of such Officer's knowledge, the Company his or her knowledge SFC and each Subsidiary Guarantor has its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer he or she may have knowledge and what action the Company SFC is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, of or interestinterest or Special Interest, if any, on the Securities are Notes is prohibited or, or if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are SFC is taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto. (b) SFC shall comply with TIA Section 314(a)(2). (c) SFC shall deliver to the Trustee, within 5 Business Days after becoming aware of the occurrence thereof, written notice in the form of an Officers' Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action SFC is taking or proposes to take with respect thereto. (d) HoldCo 3 shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of HoldCo 3 and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether HoldCo 3 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 HoldCo 3 and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and 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 shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action HoldCo 3 is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or Special Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action HoldCo 3 is taking or proposes to take with respect thereto. (e) HoldCo 3 shall comply with TIA Section 314(a)(2). (f) HoldCo 3 shall deliver to the Trustee, within 5 Business Days after becoming aware of the occurrence thereof, written notice in the form of an Officers' Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action HoldCo 3 is taking or proposes to take with respect thereto.

Compliance Certificates. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2000, an Officer's Certificate of the Company (which shall be signed by one of the principal executive officer, principal financial officer and principal accounting officer of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, ) stating (i) that a review has been conducted of the activities of the Company and the its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating(ii) that, as to each such the best knowledge of the Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant and condition contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions provisions, conditions and conditions covenants hereof (or, if a Default or Event of Default shall have occurred, describing all specifying each such Defaults Default or Events Event of Default of which such Officer may have knowledge and describing its status and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end annual financial statements delivered pursuant to Section 4.02 4.7 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such annual financial statements nothing as to which such accountants have professional competence has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (as to the extent which such provisions relate to accounting matters) accountants have professional competence, or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) violation. The Company and the Subsidiary Guarantors willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee forthwith upon Trustee, promptly after any Officer becoming of the Company becomes aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Officer's Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. (a) The Company Parent shall deliver to the TrusteeTrustee within 60 days after the end of each of the first three quarters of its fiscal year (beginning with the quarter ending June 30, 2022) an Officer’s Certificate stating that a review of the covenants in Sections 1010, 1011 and 1012 and the related definitions in Section 102 has been made by or under the supervision of the signing Officer with a view to determining whether the Parent was in compliance with each such covenant as of the end of such quarter or, if a Default with respect to any such covenant had occurred as of the end of such quarter, the certificate shall specify such Default and state whether or not it is then continuing. (b) The Parent shall deliver to the Trustee within 90 120 days after the end of each fiscal year (which as of the Companydate hereof, ends on December 31), an Officers' Officer’s Certificate substantially in from the form principal executive officer, principal financial officer or principal accounting officer of Exhibit J hereto, the Parent stating that a review of the activities of the Company Parent and the Subsidiaries Issuers during the preceding fiscal year has been made by or under the supervision of the signing Officers Officer with a view to determining whether the Company has Parent and the Issuers have kept, observed, performed and fulfilled its their obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's his or her knowledge, each of the Company Parent and each Subsidiary Guarantor the Issuers during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture (including those in Sections 1010, 1011 and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto1012) and that to at the best date of such Officer's knowledge, after reasonable inquiry, certificate there is no event Default that has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited is continuing or, if such event has occurred, a description signers do know of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants such Default that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountantsis continuing, the year-end financial statements delivered pursuant to Section 4.02 certificate shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of specify such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public AccountantsDefault. (c) The Company Parent shall file with the Trustee, and transmit to all Holders, the annual reports of the Parent and such information, documents and other reports, and such summaries thereof, as may be required pursuant to Section 314(a)(1) of the Trust Indenture Act, at the times and in the manner provided therein; provided, however, that any such information, documents and other reports filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the SEC, and the Subsidiary Guarantors willpublic availability of any such information, so long as documents and other reports on the SEC’s ▇▇▇▇▇ filing system shall be deemed to satisfy the foregoing delivery requirements. Delivery of such information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Parent’s and the Issuers’ compliance with any of their covenants hereunder (as to which the Securities are outstandingTrustee is entitled to rely exclusively on Officer’s Certificates). (d) When any Default has occurred and is continuing under this Indenture, the Issuers shall deliver to the Trustee forthwith upon an Officer’s Certificate specifying such event, notice or other action, and any Officer actions that have been taken to cure such Default, within 30 days of becoming aware of its occurrence. For the avoidance of doubt, the Issuers shall have no obligation under this Section 1006(d) to give notice of any Default or Event under any of Default or default the covenants in Sections 1010 through 1012 prior to the performance end of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying the fiscal quarter to which such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect theretocovenant relates.

Compliance Certificates. (a) The Company shall deliver to ----------------------- the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and its Restricted Subsidiaries and the Company's and its Restricted Subsidiaries' performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 4.15, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the Officers of the Company signing such certificate do know of such a Default or Event of Default, the certificate shall describe any such Default or Event of Default and its status. The first certificate to be delivered pursuant to this Section 4.15(a) shall be for the first fiscal year beginning after the execution of this Indenture. Except as set forth herein, the Trustee shall have no obligation to monitor the Company's compliance with its obligations set forth herein. (b) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate substantially in a certificate signed by the form of Exhibit J hereto, Company's independent certified public accountants stating (i) that their audit examination has included a review of the activities terms of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of such Officer's knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of Notes as they relate to accounting matters, (ii) that they have read the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such most recent Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify delivered to the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to paragraph (a) of this Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants 4.15 and (which shall be a firm of established national reputationiii) that whether, in making the examination necessary for certification of such financial statements nothing has come connection with their audit examination, anything came to their attention that would lead caused them to believe that the Company has violated was not in compliance with any of the terms, covenants, provisions or conditions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 Article Four and Section 5.01 of this Indenture (to the extent such provisions relate as they pertain to accounting matters) ormatters and, if any such violation Default or Event of Default has occurredcome to their attention, specifying the nature and period of existence thereof. Where ; provided that such financial statements are independent certified public accountants shall not accompanied be liable in respect of such statement by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware reason of any Default or Event of Default or default in the performance failure to obtain knowledge of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action that would not be disclosed in the Company or any Subsidiary Guarantor proposes to take course of an audit examination conducted in accordance with respect theretogenerally accepted auditing standards in effect at the date of such examination.

Compliance Certificates. (a) The Company shall deliver to the Trustee, within 45 days after the end of each of the first three quarters of the Company's fiscal year, and within 90 days after the end of each such fiscal year year, Officers, Certificates of the Company, an Officers' Certificate substantially in the form of Exhibit J hereto, Company stating (i) that a review of the activities of the Company and Company, as the Subsidiaries case may be, during the preceding fiscal year quarter or year, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, (ii) that, to the best knowledge of each officer signing such Officer's knowledgecertificate, the Company and each Subsidiary Guarantor Company, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer Officers may have knowledge knowledge, their status and what action the Company is taking or proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its fiscal year. (b) So long as (and to the extent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end annual financial statements delivered pursuant to Section 4.02 4.8 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where , it being understood that such financial statements are accountants shall not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that be liable directly or indirectly to any Person for any failure to obtain knowledge of any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountantsviolation. (c) The Company and the Subsidiary Guarantors willshall, so long as any of the Securities are outstanding, deliver to the Trustee Trustee, forthwith upon any Officer officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this IndentureDefault, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or any Subsidiary Guarantor proposes to take with respect thereto.

Compliance Certificates. The Charterer shall furnish or cause to be furnished, to the Owner and the Investors: (a) The Company shall deliver to within 45 days after the Trusteeend of the first, second and third quarterly accounting period in each fiscal year of Reading & B▇▇▇▇, and within 90 days after the end of each fiscal year of Reading & B▇▇▇▇, a certificate of the CompanyChairman, an Officers' Certificate substantially in the form President or a Vice President and the Chief Financial Officer of Exhibit J hereto, Reading & B▇▇▇▇ stating that each of the Charterer and each Guarantor has performed and complied with all the terms and provisions of this Charter or the Guaranty and/or the other Charter Documents, as the case may be, or, if there shall have been an Event of Default hereunder or if any Guarantor shall be in default under the Guaranty, specifying all such defaults and the nature thereof of which the signer of such certificate may have notice or knowledge; (b) within 90 days after the end of each fiscal year of Reading & B▇▇▇▇, a certificate of the independent public accountants reporting on the financial statements for such year (i) stating that their examination in connection with such financial statements has been made in accordance with generally accepted auditing standards and has included a review of the activities relevant terms of the Company Guaranty, the Charter and the Subsidiaries other Charter Documents, (ii) stating whether or not such examination has disclosed the existence, during or at the preceding fiscal year has been made under end of such year, of any default by the supervision Charterer or any Guarantor in the observance of any of the signing Officers with a view terms of the Guaranty, this Charter or the other Charter Documents, insofar as they relate to determining whether accounting matters, and, if such examination has disclosed any such default, specifying all such defaults and the Company has kept, observed, performed and fulfilled its obligations under this Indenturenature thereof (it being understood that such accountants shall not be liable for any failure to obtain knowledge of any such default which would not be disclosed in the course of such examination), and further stating(iii) stating that they have reviewed the certificate of the officers of Reading & B▇▇▇▇, as delivered with respect to each such Officer signing year pursuant to paragraph (a) of this Section 11.4, and confirming the matters set forth in such certificate; (c) promptly after Reading & B▇▇▇▇' receipt thereof, that, any audit management letter or similar document submitted after the date hereof by independent accountants in connection with each annual or interim audit made by such accountants with respect to the best financial condition or affairs of such Officer's knowledge, Readings and B▇▇▇▇ or any Guarantor; and (d) as promptly as practicable (but in any event not later than 15 days) after any officer of the Company and each Subsidiary Charterer or any Guarantor obtains notice or knowledge of the occurrence of any default (which has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default been remedied or waived) in the performance or observance of any of the termsterms or provisions of the Guaranty or any of the other Charter Documents or any Event of Default under the Charter, provisions a certificate of either the Chairman, the President or a Vice President and conditions hereof the Chief Financial Officer of the Charterer or Guarantor (or, if a Default as the case may be) describing the default or Event of Default shall have occurredand stating the date of commencement thereof, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is taking or Charterer proposes to take with respect thereto) and that to the best of such Officer's knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company thereto and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that estimated date when it shall notify the Trustee at least 30 days in advance of any change in its fiscal yearwill be remedied. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company's independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers' Certificate stating that any such written statement would be contrary to the then current recommendations of the American Institute of Certified Public Accountants. (c) The Company and the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto.