Common use of Annual Compliance Certificate Clause in Contracts

Annual Compliance Certificate. Within ninety (90) days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2017, the Company will deliver to the Holder an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note during the preceding fiscal year; and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note (without regard to any period of grace or requirement of notice provided under this Note) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20172015, the Company will deliver to the Holder an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note during the preceding fiscal year; and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note (without regard to any period of grace or requirement of notice provided under this Note) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20172020, the Company will deliver to the Holder Trustee an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2017, the Company will deliver to the Holder Trustee an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 120 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20172010, the Company will deliver to the Holder Trustee an Officers’ ' Certificate, which Officers’ ' Certificate will state (i) that the Officers signing such Officers’ ' Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ ' Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, and if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20172019, the Company will deliver to the Holder Trustee an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December January 31, 20172015, the Company will deliver to the Holder Trustee an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price, the Net Proceeds Offer Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20172021, the Company will deliver to the Holder Trustee and the Collateral Agent an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20172022, the Company will deliver to the Holder Trustee and the Collateral Agent an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change of Control Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2017, 2016 the Company will deliver to the Holder Trustee and the Collateral Agent an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.. 66

Annual Compliance Certificate. Within ninety (90) 90 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2017[ ]19, the Company will deliver to the Holder Trustee an Officers’ Certificate, which Officers’ Certificate will state (i) that the Officers signing such Officers’ Certificate have supervised a review of the activities of the Company and the its Subsidiaries with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Note Indenture during the preceding fiscal year; , and (ii) to the best knowledge of each of the Officers signing such Officers’ Certificate, (A) whether the Company has kept, observed, performed and fulfilled each and every covenant contained in this Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Note Indenture (without regard to any period of grace or requirement of notice provided under this NoteIndenture) or, if one or more Defaults or Events of Default have occurred, what events triggered such Defaults or Events of Default and what actions the Company is taking or proposes to take with respect to such Defaults or Events of Default; , and (B) whether any event has occurred and remains in existence by reason of which any payment of the principal of, the Fundamental Change Repurchase Price or the Redemption Price for, or interest on, or any delivery of any of the consideration due upon conversion of, this a Note is prohibited, and, if any such event has occurred and remains in existence, a description, in reasonable detail, of such event or events and what actions the Company is taking or proposes to take with respect to such event or events.