Common use of Compliance Certificate Clause in Contracts

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Events of Default or instances of non-compliance of which 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 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 on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (ai) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 to the best of his or her knowledge the Company each entity 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) ), all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company or any Guarantors shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom shall be the principal executive officer, principal financial officer, or principal accounting officer of the Company) with a view to determining whether the Company has kept, observed, performed performed, and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed 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 provisions, and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall Partnership shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Partnership, an Officers' Certificate stating that a review of the activities of the Company Partnership and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the Partnership with a view to determining whether the Company Partnership has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company Partnership 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, without regard to any grace period or requirement of notice required by this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company Partnership, 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 premium, if any, or interest interest, if any, on the Debt Securities is are prohibited or or, if such event has occurred, a description of the event and what action the Company Partnership is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company or such Guarantor, as the case may be) complying with Section 314(a)(4) of the TIA stating that a review of the activities of the Company and its Subsidiaries or such Guarantor, as the case may be, during the preceding such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under the Collateral Documents and this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in the Collateral Documents and this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions thereof or hereof (determined without regard to any period of this Indenture (grace or requirement of notice provided herein), or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all or such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to such Guarantor, as 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 ofcase may be, premium, if any, or interest on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, or if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of his or her such Officer’s knowledge no event has occurred and remains in existence by reason of which payments on account of the principal ofor of interest are prohibited. One of the Officers signing such Officers’ Certificate shall be either the Company’s principal executive officer, premiumprincipal financial officer or principal accounting officer. The Company will, if any, or interest on so long as any of the Securities is prohibited or if such event has occurredare outstanding, a description of deliver to the event and what action the Company is taking or proposes to take with respect thereto.Trustee, forthwith upon becoming aware of:

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) 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, premiumor of interest, if any, or interest on the Securities is prohibited or if such event has occurred, a description are prohibited. One of the event and what action Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company is taking or proposes will, so long as any of the Securities are outstanding, deliver to take with respect thereto.the Trustee, forthwith upon becoming aware of:

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurredoccurred and is continuing, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificate. (a) The Company Issuer or any Guarantors shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Issuer, an Officers' ’ Certificate stating that a review of the activities of the Company Issuer and its Subsidiaries during the preceding fiscal year (which ends December 31) has been made under the supervision of the signing Officers (one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Issuer) with a view to determining whether the Company Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company Issuer 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company Issuer 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, premiumof or interest, if any, or interest on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company Issuer is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the 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 to the best of his or her knowledge the Company each 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 of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all or such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumor of interest, if any, or interest on the Securities is prohibited or if such event has occurred, a description are prohibited. One of the event and what action Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company is taking or proposes will, so long as any of the Securities are outstanding, deliver to take with respect thereto.the Trustee, forthwith upon becoming aware of:

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 to the best of his or her knowledge the Company or such 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company Company, the Guarantors and its their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has Company, the Guarantors and their respective 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 to the best of his or her knowledge the Company has Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities is are prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. The Company also shall comply with Section 314(a)(4) of the TIA.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate that need not comply with Section 12.05 stating that a review of the activities of the Company Company, the Guarantors and its their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has Company, the Guarantors and their respective 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 to the best of his or her knowledge the Company has Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 110 days after the end of each fiscal year, an Officers' ’ Certificate one of the signers of which shall be the principal accounting officer, principal financial officer, or principal executive officer of the Company stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security Documents (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have has occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumpremium on, if any, or and interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company Holdings shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company Holdings 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 Holdings has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company Holdings 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company Holdings 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, premiumof or interest, if any, or interest on the Securities Exchange Debentures is prohibited or if such event has occurred, a description of the event and what action the Company Holdings is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Company stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurredoccurred and is pending, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or or, if such event has occurred, a description of the event and what action action, if any, the Company is taking or proposes to take with respect theretothereto and listing all redemptions of Notes and Restricted Payments made during the period covered by the certificate, if any. For purposes of this Section 4.4(a), such compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Events of Default or instances of non-compliance of which 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 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 on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled all of its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, interest and Liquidated Damages (if any) on, or interest on the Securities is prohibited or if such event has occurred, a description Notes are prohibited. One of the event and what action Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company is taking or proposes will, so long as any of the Notes are outstanding, deliver to take with respect thereto.the Trustee, forthwith upon becoming aware of:

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has and its Restricted Subsidiaries have kept, observed, performed and fulfilled its their obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on of the Securities Senior Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that whether to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance whether any Default or observance Event of any of the terms, provisions and conditions of Default shall have occurred under this Indenture (orand, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumpremiums, if any, interest, or interest Liquidated Damages, if any, on the Securities Subordinated Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Company, an Officers' ’ Certificate stating that a review of the activities of the Company Company, the Guarantors and its their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has Company, the Guarantors and their respective 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 to the best of his or her knowledge the Company has Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture in all material respects, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture in all material respects and is not in default Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (orand, if a Default, Default or an Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance Default) of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) knowledge, and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which which, payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event. The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith (and in any event and what action within five Business Days) upon any Officer of the Company is taking becoming aware of any Default or proposes to take with respect theretoEvent of Default, an Officers' Certificate specifying such Default or Event of Default.

Compliance Certificate. (a) The Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, fully performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company 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 terms and conditions of this Indenture hereof (or, if a Default, any Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and and, that to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest or Liquidated Damages, if any, or interest on the Securities is prohibited or if such event has occurredNotes are prohibited. The Company shall, a description so long as any of the event Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Events of Default or instances of non-compliance of which 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 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 on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 100 days after the end of each fiscal year and on or before 50 days after the end of the first, second and third quarters of each fiscal year, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all or such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities is Notes are prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, of or premium, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 100 days after the end of each fiscal year and on or before 50 days after the end of the first, second and third quarters of each fiscal year, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers 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 to the best of his or her knowledge the Company each 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 of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all or such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 his or her knowledge the Company has keptknowledge, observed, performed and fulfilled each and every covenant contained in this Indenture and entity is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture Default (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurredoccurred and be continuing, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Securities Notes is prohibited or if such event has occurredoccurred and is continuing, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, promptly after becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 105 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the conditions, 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 hereof (or, if a Default, Event Default or Events of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) 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, premiumof or interest, if any, or interest on the Securities is prohibited or if such event has occurredare prohibited. See Section 11.10. The Company will, a description so long as any of the Securities are outstanding deliver to the Trustee, forthwith upon becoming aware of (i) any Default, Event of Default or default in the performance of any covenant, agreement or condition in this Indenture or (ii) any event and what action the Company of default under any other mortgage, indenture or instrument as that term is taking used in Section 6.01(4), an Officers' Certificate specifying such Default, Event of Default or proposes to take with respect theretodefault.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year and on or before 60 days after the end of the first, second and third quarters of each fiscal year, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the 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 to the best of his or her knowledge the Company each 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 of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all or such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has 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 to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is its Subsidiaries are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurredoccurred and be continuing, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company shall provide the Trustee with timely written notice of any change in its fiscal year end, which is currently December 31.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 his or her knowledge the Company knowledge, each 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest (including Additional Interest), if any, on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the Company 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 his or her knowledge the Company 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, without regard to any grace period or requirement of notice required by this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company Company, 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 premium, if any, or interest interest, if any, on the Securities is are prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company Issuer shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company Issuer and its the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has Issuer and the Restricted Subsidiaries have kept, observed, performed and fulfilled its their respective obligations under this IndentureIndenture in all material respects, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has Issuer and the Restricted Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture in all material respects and is are not in default Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (orand, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance Default, and the actions being taken by the Issuer to address the matter) of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) knowledge, and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which which, payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event. The Issuer shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith (and in any event and what action within five Business Days) upon any Officer of the Company is taking Issuer becoming aware of any Default or proposes to take with respect theretoEvent of Default an Officers' Certificate specifying such Default or Event of Default.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 his or her knowledge the Company knowledge, each 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company each is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, interest or interest Liquidated Damages, if any, on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company or any Guarantors shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom shall be the principal executive officer, principal financial officer or principal accounting officer of the Company) with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company Issuer and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear (without the need for any request by the Trustee) and (at any time) within 21 days of a request by the Trustee therefor, an Officers' Officer’s Certificate stating that a review of the activities of the Company Issuer, Wind and its Subsidiaries during the preceding fiscal year or, as the case may be, during the 12-month period ending on the date of such request, has been made under the supervision of the signing Officers with a view to determining whether each of the Company Issuer and Wind has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Company Issuer and Wind has kept, observed, performed and fulfilled each and every covenant made by it contained in this Indenture Indenture, and is not (and has not been since the date of the last such certificate, or if none, since the Issue Date) in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company Issuer and/or such Guarantor 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, premiuminterest, premium and Additional Amounts, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company Issuer and/or Wind is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Senior Note Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Senior Note Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Senior Note Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Senior Note Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Senior Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear beginning with the fiscal year ended December 31, 2008, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 his or her knowledge the Company knowledge, each entity 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest or Additional Interest, if any, on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the Security and Pledge Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security and Pledge Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Security and Pledge Agreement (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities is Debentures are prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, the Security Agreements and the Intercreditor Agreements, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture Indenture, the Security Agreements and the Intercreditor Agreements and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture Indenture, the Security Agreements or the Intercreditor Agreements (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have has occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumpremium on, if any, or interest on on, the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year (which, on the date hereof, is a calendar year), an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in or otherwise forming a part of 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, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes of any series is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificate. (a) The Company shall deliver to the Trustee, Trustee within 90 days after the end of each fiscal year, beginning 2000, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Company and each Subsidiary Guarantor, if any (to the extent that such Subsidiary Guarantor is so required under the TIA), shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries (including Finance) 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 its Subsidiaries has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of the Company and its Subsidiaries has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Collateral Documents and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Collateral Documents (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have has occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action each of the Company and its Subsidiaries 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, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) a The Company shall deliver to the Trustee, within 90 105 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and each Restricted Subsidiary has kept, observed, performed and fulfilled its obligations under this IndentureIndenture (including with respect to any Restricted Payments made during such year, the basis upon which the calculations required by Section 4.07 hereof were computed, which calculations may be based on the Company's latest available financial statements), and further stating, as to each such Officer signing such certificate, that whether to the best of his or her knowledge the Company and each Restricted Subsidiary has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance whether any Default or observance Event of any of the terms, provisions and conditions of Default shall have occurred under this Indenture (orand, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal ofof or interest, premiumLiquidated Damages, if any, or interest and other premiums, if any, on the Securities Senior Subordinated Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurredoccurred and is continuing, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) ), and including, in reasonable detail, calculations evidencing the basis for such statement with respect to financial covenants, 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, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Guarantor shall (to the extent that such Guarantor is so required under the TIA) deliver to the Trustee, Trustee within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing 55 64 such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company Company, the Guarantors and its their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has Company, the Guarantors and their respective 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 to the best of his or her knowledge the Company has Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and each Subsidiary Guarantor shall deliver to the Indenture Trustee, within 90 180 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill, its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill, each and every covenant contained in this Indenture and no such Person is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture to be performed or observed by it, without regard to any period of grace or requirement of notice provided under this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall shall, so long as any of the Debt Securities are outstanding, deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers of the Company 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 his or her knowledge the Company 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, without regard to any grace period or requirement of notice required by this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company Company, 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 premium, if any, or interest interest, if any, on the Debt Securities is are prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Significant 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 his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Debentures is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer 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 the Officer signing such certificate, that that, to the best of his or her knowledge the Company has keptknowledge, observed, performed and fulfilled each and every covenant contained in this Indenture and entity is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company shall, so long as any of the Notes are outstanding, deliver to a Responsible Officer, forthwith upon (and in any event no later than five Business Days after) becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2015 (which, on the date hereof, is a calendar year), an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such the Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in or otherwise forming a part of 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, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes of any series is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest aggregate Accreted Value on the Securities is prohibited or if such event has occurred, a description Notes are prohibited. One of the event and what action Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company is taking will, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or proposes to take with respect theretoEvent of Default, an Officers' Certificate specifying such Default or Event of Default.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the Pledge and Escrow Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Pledge and Escrow Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Pledge and Escrow Agreement (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Exchange Debenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Exchange Debenture Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Exchange Debenture Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities Exchange Debentures is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. As of the date hereof, the Company's fiscal year ends on December 31 of each calendar year. In the event the Company changes its fiscal year, it shall promptly notify the Trustee of such change.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant section 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, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 105 days after the end of each fiscal year, an Officers' Certificate of the Company stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture in all material respects, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this the Indenture in all material respects and is not in default Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (orand, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance Default) of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) knowledge, and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect theretoevent.

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear commencing in 2013, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of his or her knowledge knowledge, the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Company shall deliver to the TrusteeTrustee with respect to such Series, within 90 120 days after the end of each fiscal year, commencing [ , 20_], an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. In addition, the Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which constitute an Event of Default, or which, with the passage of time or the giving of notice or both would constitute an Event of Default, under clause (5), (6), (7), (8) or (9) of Section 6.01 hereof, the status of such Default or Event of Default and what actions the Company is taking or proposes to take in respect thereof.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on 54 48 the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. As of the date hereof, the Company's fiscal year ends on December 31 of each calendar year. In the event the Company changes its fiscal year, it shall promptly notify the Trustee of such change.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Events of Default or instances of non-compliance of which 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 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 on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, fully performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company 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 terms and conditions of this Indenture hereof (or, if a Default, any Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and and, that to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest or Registration Default Damages, if any, or interest on the Securities is prohibited or if such event has occurredConvertible Subordinated Notes are prohibited. The Company shall, a description so long as any of the event Convertible Subordinated Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and Pledge and Escrow Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Pledge and Escrow Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Pledge and Escrow Agreement (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear beginning with the fiscal year ended December 30, 2011, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 his or her knowledge the Company knowledge, each entity 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest or Additional Interest, if any, on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 105 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year 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 certificateOfficers' Certificate, that to the best of his or her such 45 Officer's knowledge the Company 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 of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she 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 his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Securities is Notes are prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. Such compliance shall be determined without regard to periods of grace or requirements of notice.

Compliance Certificate. (a) The Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Company ending after the first date any series of Securities issued under this Indenture is outstanding, an Officers' Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries or such Subsidiary Guarantor, as the case may be, during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Company or such Subsidiary Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company or such Subsidiary Guarantor, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto).

Compliance Certificate. (a) The Company and the Guarantors shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company Company, or such Guarantor, 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company or such Guarantor, as the case may be, 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, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.a

Compliance Certificate. (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Officer’s Certificate stating that in the course of the performance of his or her duties as an Officer of the Company, he or she would normally have knowledge of any Default of the Company in the performance of its obligations contained in this Indenture, a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the Pledge Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Pledge Agreement and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or the Pledge Agreement (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have has occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumpremium on, if any, or interest interest, if any, on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year and on or before 50 days after the end of the first, second and third quarters of each fiscal year, an Officers' , Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company) stating that a reasonable review of the activities of the Company and its Subsidiaries during the preceding such fiscal year or fiscal quarter, as the case may be, has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company has kept, observed, performed and fulfilled in all material respects each and every covenant contained in this Indenture and is are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is they are taking or proposes propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company each has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificatecertificates, that to the best of his or her knowledge the Company each entity 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (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 its fiscal yearyear (or earlier if required by applicable law, rule or regulation), an Officers' Certificate Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that a review of the activities of the Company and its Subsidiaries during the preceding 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 each and every covenant contained in this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear (which as of the date hereof ends on December 31), an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and there is not in default no Default or Event of Default which has occurred and is continuing in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Each of the Company and Parent Guarantor shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company Company, Parent Guarantor and its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has Company, Parent Guarantor and their 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 to the best of his or her knowledge knowledge, the Company has Company, Parent Guarantor and their 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, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, fully performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company 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 terms and conditions of this Indenture hereof (or, if a Default, any Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and and, that to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest or Liquidated Damages, if any, or interest on the Securities is prohibited or if such event has occurredNotes are prohibited. The Company shall, a description so long as any of the event Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company during which any Securities were outstanding, an Officers' ’ Certificate which complies with TIA Section 314(a)(4) stating that a review of the activities of the Company and its Subsidiaries during the preceding such fiscal year has been made under the supervision of the signing Officers 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 his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and that there is not in no default in the performance or observance of any of the terms, provisions and conditions of this Indenture hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or interest or premium, if any, or interest on on, the Securities is prohibited prohibited, or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.. Table of Contents

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, or premium, if any, interest or interest on Liquidated Damages, if any, on, the Securities is prohibited or if such event has occurred, a description are prohibited. One of the Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon, but in any event and what action the Company is taking or proposes to take with respect thereto.within five Business Days after, becoming aware of:

Compliance Certificate. (a) The Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, fully performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company 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 terms and conditions of this Indenture hereof (or, if a Default, any Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and and, that to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, (including any premium, if any, ) of or interest (including Liquidated Damages) on the Securities is prohibited or if such event has occurredSenior Convertible Notes are prohibited. The Company shall, a description so long as any of the event Senior Convertible Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Officer's Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, fully performed and fulfilled its obligations under this Indenture, Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge knowledge, the Company 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 terms and conditions of this Indenture hereof (or, if a Default, any Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and and, that to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal ofof or interest (including Contingent Interest, premiumif any) or Liquidated Damages, if any, or interest on the Securities is prohibited or if such event has occurredConvertible Subordinated Notes are prohibited. The Company shall, a description so long as any of the event Convertible Subordinated Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision supervi-sion of the signing Officers with a view to determining whether the Company and each obligor on the Notes and this Indenture has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and each Collateral Document, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company and each such obligor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and each Collateral Document and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or any Collateral Document (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company or such obligor, as the case may be, 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, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company or such obligor, as the case may be, is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 95 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled all of its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, interest and Liquidated Damages (if any) on, or interest on the Securities is prohibited or if such event has occurred, a description Notes are prohibited. One of the event and what action Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company is taking or proposes will, so long as any of the Notes are outstanding, deliver to take with respect thereto.the Trustee, forthwith upon becoming aware of:

Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and 61 -55- what action the Company 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, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her such Officer's knowledge the Company has kept, observed, performed and fulfilled each and every covenant covenant, and complied with the covenants and conditions 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 hereof (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she such Officer may have knowledge and what action the Company is taking or proposes to take with respect theretoknowledge) and that to the best of his or her such Officer's knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumor of interest, if any, or interest on the Securities is prohibited or if such event has occurred, a description are prohibited. One of the event and what action Officers signing such Officers' Certificate shall be either the Company's principal executive officer, principal financial officer or principal accounting officer. The Company is taking or proposes will, so long as any of the Securities are outstanding, deliver to take with respect thereto.the Trustee, forthwith upon becoming aware of:

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company Company, the Subsidiary Guarantors and its their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has Company, the Subsidiary Guarantors and their respective 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 to the best of his or her knowledge the Company has Company, the Subsidiary Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 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 on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, Liquidated Damages or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company and any Subsidiary Guarantor shall deliver to the Trustee, within 90 120 days after the end of each fiscal year, an Officers' ’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company or such Subsidiary Guarantor, if applicable, has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company or such Subsidiary Guarantor, if applicable, 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or or, if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificate. (a) The Company Each Obligor shall deliver to the Trustee, within 90 days after the end of each fiscal yearyear of the Obligor, an Officers' Certificate stating that (i) a review of the activities of the Company Obligors and its their Restricted 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 Obligors have (x) kept, observed, performed and fulfilled fulfilled, and (y) caused each of their Restricted Subsidiaries to keep, observe, perform and fulfill, its obligations under this Indenture, and further stating, (ii) as to each such Officer signing such certificate, that to the best of his or her knowledge (A) the Company has Obligors have kept, observed, performed and fulfilled fulfilled, and have caused each of their Restricted Subsidiaries to keep, observe, perform and fulfill, 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 to be performed or observed by it (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge (B) no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumof or interest, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company each is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trusteetrustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Significant 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 certificatecertificates, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in its obligations under this Indenture 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, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance Defaults of which he or she may have knowledge and what action act the Company is taking or proposes to take with wit 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, premiumof or interest, if any, or interest on the Securities is Notes prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this IndentureIndenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that whether to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance Collateral Documents and whether any Default or observance Event of any of the terms, provisions and conditions of Default shall have occurred under this Indenture or the Collateral Documents (orand, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which 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 his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premiumpremiums, if any, interest, or interest Liquidated Damages, if any, on the Securities Senior Secured Discount Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate. (a) The Company shall deliver to the Trustee, within 90 ninety (90) days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the 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 his or her knowledge the Company knowledge, each entity 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 of this Indenture (or, if a Default, Default or Event of Default or other instance of non-compliance with any of the terms of this Indenture shall have occurred, describing all such Defaults, Defaults or Events of Default or instances of non-compliance of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that that, to the best of his or her knowledge knowledge, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Securities Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five (5) Business Days upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.