Common use of Provision of Financial Statements Clause in Contracts

Provision of Financial Statements. (a) Whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject subject. The Company and any Guarantor (only to the “Required Filing Dates”); provided, however, that if Parent extent such Guarantor is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to under Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall Exchange Act) will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders of the Securities have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent is subject Subject to Section 13(a1009(b) or 15(d) of below the Exchange Act, Company and the Parent shallshall file on a timely basis with the Commission, to the extent permitted such filings are accepted by the Commission and whether or not the Company or the Parent (as the case may be) has a class of securities registered under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it the Company or the Parent (as the case may be) would have been be required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) 13 or 15(d) of the Exchange Act Act. (b) Provided always that the Parent complies fully with its filing obligations pursuant to Section 1009(a) above, the Company shall be entitled in its sole discretion to rely on any applicable law, rule, regulation or SEC approval (together "Relevant Saving"), whether in force at the date hereof or subsequently promulgated, to limit the scope of or cease to comply with its filing obligations pursuant to Section 1009(a) to the maximum extent permitted by such Relevant Saving. (c) The Parent shall also be required (i) to file with the Trustee, and provide to each Holder of Notes, without cost to such Holder, copies of such reports and documents within 15 days after the date on which the Parent files such reports and documents with the Commission or the date on which the Parent would be required to file such reports and documents if the Parent were subject to such Sections so required, and (yii) if Parent’s filing such reports and documents with the Commission is not permitted accepted by the Commission or is prohibited under the Exchange Act, promptly upon written request and payment of to supply at the reasonable Parent's cost of duplication and delivery, supply copies of such reports and documents to any prospective Holder at the Company’s costholder promptly upon request. Notwithstanding the foregoingDelivery of such reports, Parent shall be deemed to have furnished such reports referred to above information and documents to the Holders if it has filed Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Parent's compliance with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of its covenants hereunder (as to which the Securities remain outstanding, the Company shall make available Trustee is entitled to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Actrely exclusively on Officers' Certificates). (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor (to the extent such Guarantor would be required if subject to Section 13(a) or 15(d) of the Exchange Act) will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether So long as the Notes are outstanding, whether or not Parent the Corporation is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallor any successor provision thereto, the Corporation will, to the extent permitted under the Exchange Actby Commission practice and applicable law and regulations, file with the Commission the annual reports, quarterly reports and other documents which Parent the Corporation would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) ), or any successor provision thereto, if Parent the Corporation were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Dates") by which Parent the Corporation would have been required so to file such documents if Parent the Corporation were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Corporation will also in any event (x) within 15 days of each Required Filing Date Date, whether or not permitted or required to be filed with the Commission, (i) transmit or cause to be transmitted by mail to all Holders, as their names and addresses appear in Holders of the Security Register, without cost to such Holders Notes and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent the Corporation would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act Act, or any successor provision thereto, if Parent the Corporation were subject to either of such Sections and (y) if Parent’s filing such documents by the Corporation with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s Corporation's cost. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities Notes remain outstanding, the Company shall make available Corporation will furnish to any the Holders of Notes and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as Act, and, to any beneficial Holder of Notes, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions, upon the request of any such Securities are not freely transferable under the Securities Act. (b) Holder. If at any time Subsidiaries' financial statements would be required to be included in the financial statements of Parent do not include filed or delivered pursuant hereto if the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows Corporation were subject to Section 13(a) or 15(d) of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Exchange Act, then the Company Corporation shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related include such Subsidiaries' financial statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP any filing or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parentdelivery pursuant hereto.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 150th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders of Securities have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 120th calendar day following the Merger Date, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it the Company were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which the Company would have been required so to file such documents if the Company were so subject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Initial Securities remain outstanding, the Company shall will make available to any prospective purchaser of Initial Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4144(d)(4) under the Securities Act so long Act, until such time as the Company has either exchanged the Initial Securities for Exchange Securities or until such time as the holders thereof have disposed of such Initial Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Prior to the Closing, the Company shall deliver to Parent is subject to Section 13(a) or 15(d) such financial statements of the Exchange Act, Company as Parent shall, shall reasonably request in order to the extent permitted enable Parent to comply with its reporting obligations under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required Act (including its obligation to file with the Commission SEC a Current Report on Form 8-K containing all information required by Items 2 and 9 of the SEC’s Form 8-K (without regard to the time period in which such information must be filed)), together with executed reports of the outside auditors with respect to all such financial statements that have been audited. Such reports shall be in form and substance reasonably satisfactory to Parent. The financial statements delivered pursuant to such Sections 13(a) or 15(d) if Parent were so subjectthis Section 5.07 shall be prepared in accordance with GAAP and shall conform to all provisions of the SEC’s Regulation S-X, such documents to be filed that such financial statements are suitable for filing by Parent with the Commission SEC in response to Items 2 and 9 of the SEC’s Current Report on or prior Form 8-K. The Company shall cause such outside auditors to deliver to Parent executed consents, in form and substance reasonably satisfactory to Parent and suitable for filing by Parent with the respective dates by SEC, which consents shall authorize Parent would have been required so to file such documents if Parent were so subject (with the “Required Filing Dates”)SEC the reports referred to in this Section 5.07 and all other reports delivered by the Company hereunder; provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(amust provide Company a final Form 8-K at least five (5) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above Business Days prior to the Holders if proposed filing date so it has filed such reports with can be provided to its auditors to obtain the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Actrequested consent. (b) If at any time On or prior to November 9, 2016, the financial Company shall deliver to Parent unaudited consolidated balance sheet as of September 30, 2016 and the related consolidated statements of Parent do not include the consolidated balance sheetsoperations and comprehensive loss, consolidated statements of operations changes in convertible preferred stock and stockholders’ deficit and consolidated statements of cash flows for the nine (9) month period then ended, certified by the chief financial officer of the Company (solely in his or her capacity as such) as, to the knowledge and the Guarantors presented belief of such chief financial officer, complete and correct in accordance with Rule 3all material respects, subject to year-10 end adjustments and lack of Regulation S-X under the Securities Actfootnotes, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end Closing Date; provided that such certificate shall not be deemed inaccurate or incorrect to the extent such inaccuracy or error arises out of and for or is related to any adjustments in such year, setting forth in comparative form financial statement required by Parent to the figures for the previous fiscal year, all reported on extent not required by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or ParentGAAP.

Provision of Financial Statements. (a) Whether or not Parent Centennial is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallso long as any Securities are outstanding, Centennial will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which Centennial would have been required to file such documents if it were so subject. Parent shall Centennial will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act as if Parent Centennial were subject to either of such Sections and (y) if Parent’s filing such documents by Centennial with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder purchaser of Securities at the Company’s Centennial's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall Centennial will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Issuers have either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports reports, information and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that subject. The Company will be deemed to have satisfied such requirements if Parent files and provides reports, information and documents of the types otherwise so required within the applicable time periods and the Company is not permitted by the Commission required to file such reports with the Commission, Parent shall post the annual reports, quarterly reports documents and other documents that it would have been required to file with information separately under the applicable rules and regulations of the Commission pursuant (after giving effect to Section 13(aany exemptive relief) because of the filings made by Parent as long as Parent's quarterly and annual reports contain (x) separate audited annual and unaudited quarterly, as the case may be, consolidated financial statements for the Company and its Subsidiaries or 15(d(y) if it were so subject on consolidating financial information which includes separate audited annual and unaudited quarterly, as the case may be, condensed consolidated financial information for the Company and its website accessible to each Holder of Securities by the applicable Required Filing DateSubsidiaries. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders Holders, and (ii) file with the Trustee copies of the annual reports, quarterly reports reports, information and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections (unless such documents are filed by Parent as provided above and such documents are then so mailed to the Holders and filed with the Trustee), (y) if Parent’s filing such documents by the Company (or Parent, as the case may be) with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost, and (z) otherwise comply with Section 3.14(a) of the Trust Indenture Act. Notwithstanding In addition, if the foregoingCompany has any Unrestricted Subsidiary at such time, Parent it shall be deemed to have furnished such reports referred to above also file with the Trustee, and provide to the Holders if it has filed such reports with Holders, on the Commission via the Commission’s Electronic Data Gatheringsame quarterly basis, Analysis, all quarterly and Retrieval Filing System annual financial statements (XXXXXwhich statements may be unaudited) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information would be required by Rule 144A(d)(4) under the Securities Act so long as Forms 10-Q and 10-K if such Securities are Subsidiary were not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding an Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor (to the extent such Guarantor would be required if subject to Section 13(a) or 15(d) of the Exchange Act) will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the “Required Filing Date”) by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding If any Guarantor’s financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor’s financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether For so long as the --------------------------------- Securities are outstanding, whether or not Parent the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallor any successor provision thereto, to the extent permitted under Company and the Exchange Act, Guarantors shall file with the Commission (if permitted by Commission practice and applicable law and regulations) the annual reports, quarterly reports and other documents which Parent the Company or the Guarantors would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) or any successor provision thereto if Parent the Company or the Guarantors were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company or the Guarantors would have been required so to file such documents if Parent the Company or the Guarantors were so subject (subject. The Company and the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent Guarantors shall also in any event (xa) within 15 days of after each Required Filing Date (whether or not permitted or required to be filed with the Commission) (i) transmit (or cause to be transmitted) by mail to all HoldersHolders of Securities, as their names and addresses appear in the Security Register, without cost to such Holders Holders, and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent would have been the Company or the Guarantors are required to file with the Commission pursuant to Section 13(a) or 15(d) the preceding sentence, or, if such filing is not so permitted, information and data of the Exchange Act if Parent were subject to such Sections a similar nature, and (yb) if Parent’s if, notwithstanding the preceding sentence, filing such documents by the Company and the Guarantors with the Commission is not permitted under the Exchange Actby Commission practice or applicable law or regulations, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s costof Securities. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities remain outstanding, the Company and the Guarantors shall make available furnish to any prospective purchaser the Holders of Securities or beneficial owner of Securities in connection with any sale of Securities and to securities analysts and prospective investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish and, to each Holder of Securities (including by posting on a website accessible to each any beneficial holder of Securities) (a) within 120 days after , if not obtainable from the end of each fiscal year Commission, information of the Companytype that would be filed with the Commission pursuant to the foregoing provisions, upon the audited consolidated balance sheet and related statements request of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for any such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parentholder.

Provision of Financial Statements. (a) Whether or not Parent Centennial is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallso long as any Securities are outstanding, Centennial will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which Centennial would have been required so to file such documents if it were so subject. Parent shall Centennial will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent Centennial were subject to either of such Sections and (y) if Parent’s filing such documents by Centennial with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder purchaser of Securities at the Company’s Centennial's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall Centennial will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Issuers have either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will prepare and, to unless the extent permitted under the Exchange ActCommission will not accept such filing, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission Commission, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants, on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “"Required Filing Dates”); provided, however, that if Parent is not permitted ") by which the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with such documents if the Commission pursuant to Section 13(a) or 15(d) if it Company were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, and to such other Persons as may reasonably request, without cost to such Holders or other Persons and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company has filed with the Commission or would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections Section and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and deliveryany Holder or prospective Holder, supply copies of such documents to any Holder or prospective Holder or other Person at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed to have furnished include such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly availablePerson's financial statements in any filing or delivery pursuant hereto. So For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors shall make available furnish to any the Holders and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4144(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission SEC the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to such Sections Section 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission SEC on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities remain outstanding, the Company shall make available furnish to any the Holders and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as Act. The Company shall also comply with the provisions of TIA Section 314(a). Should the Company deliver to the Trustee any such Securities are not freely transferable under the Securities Act. (binformation, reports or certificates or any annual reports, information, documents and other reports pursuant to Section 314(a) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company Trust Indenture Act, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only and the Guarantors presented in accordance with Rule 3-10 Trustee's receipt of Regulation S-X under the Securities Actsuch shall not constitute constructive notice of any information contained therein or determinable from information contained therein, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, 's compliance with any of its covenants hereunder (as to which the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported Trustee is entitled to rely exclusively on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or ParentOfficers' Certificates).

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallso long as any Securities are outstanding, the Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which the Company would have been required so to file such documents if it were so subject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (whether or not prior to the 120th calendar day following the Merger Date) (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder purchaser of Securities at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. . The Company will be deemed to have satisfied the requirements set forth above if (a) Centennial prepares, files, mails and supplies reports and other documents prepared on a consolidated basis of the types required above, in each case within the applicable time periods, (b) If at any time the financial statements of Parent do Company is not include required to file such reports and other documents separately under the consolidated balance sheets, consolidated statements of operations applicable rules and consolidated statements of cash flows regulations of the Company and Commission (after giving effect to any exemptive relief) because of the Guarantors presented filings made by Centennial, (c) Centennial does not own assets in accordance with Rule 3-excess of $10 of Regulation S-X under million other than the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year Capital Stock of the Company, and (d) Centennial does not have outstanding Indebtedness in excess of $10 million (other than indebtedness under the audited consolidated balance sheet Mezzanine Financing and related statements of operations, stockholders’ equity and cash flows of Indebtedness as to which the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parentis also liable).

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 165th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (whether or not the Exchange Offer has occurred or 165 days have passed since the issuance of the Securities) (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery118 request, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoing, Parent shall be deemed to have furnished such reports referred to above financial statements filed or delivered pursuant to the Holders Indenture if it has filed the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such reports with Guarantor's financial statements in any filing or delivery pursuant to the Commission via the Commission’s Electronic Data GatheringIndenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and such Guarantor will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) if Parent the Company and such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file subject. The Company and such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall Guarantor will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's and such Guarantor's cost. Notwithstanding If any Guarantor's or other Subsidiaries' financial statements would be required to be included in the foregoing, Parent shall be deemed financial statements filed or delivered pursuant 126 139 hereto if the Company were subject to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXXSection 13(a) and such reports are publicly available. So long as any or 15(d) of the Securities remain outstandingExchange Act, the Company shall make available to any prospective purchaser of Securities include such Guarantor's or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the other Subsidiaries' financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP any filing or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parentdelivery pursuant hereto.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company or RMI is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and RMI will, to the extent permitted under the Exchange Act, file with with, or furnish to, the Commission the annual reports, quarterly reports and other documents which Parent that they would have been required to file with with, or furnish to, the Commission pursuant to such Sections Section 13(a) or 15(d) ), including any information relating to the Company and RMI as may be required by Regulation S-X under the Exchange Act or by the Commission, if Parent they were so subject, such documents to be filed with with, or furnished to, the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent they would have been required so to file file, or to furnish, such documents if Parent they were so subject (the “Required Filing Dates”)subject; provided, however, provided that if Parent and for so long as RMI is not permitted by no longer subject to Section 13(a) or 15(d) of the Commission to file such reports with Exchange Act, RMI may satisfy its obligations under this paragraph through the Commission, Parent shall post inclusion in the Company's annual reports, quarterly reports and other documents that it would have been required filed with or furnished to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on of the Exchange Act (or these provisions of this Indenture) of audited annual and unaudited quarterly financial statements for RMI prepared in accordance with GAAP, and reconciled to United States GAAP; provided further that at such time as RMI may become a 100% owned Restricted Subsidiary of the Company, RMI may satisfy its website accessible obligations under this paragraph through the inclusion in a footnote to each Holder the Company's consolidated financial statements of Securities by financial information for RMI, any other Guarantors of the applicable Required Filing Date. Parent shall also Notes that are Subsidiaries of the Company and any non-Guarantor Subsidiaries, equivalent to that which would be required under Rule 3-10 of Regulation S-X. The Company will in any event (x) within 15 days of each such Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Note Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents (including the audited annual market value financial statements described above) which Parent the Company and RMI would have been required to file with with, or to furnish to, the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent they were subject to such Sections (subject to the proviso set forth in the immediately preceding sentence) and (y) if Parent’s filing or furnishing such documents by the Company or RMI with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder Holders at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether So long as the Notes are outstanding, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent or any successor provision thereto, the Company shall, to the extent permitted under the Exchange Actby Commission practice and applicable law and regulations, file with the Commission the annual reports, quarterly reports and other documents which Parent that the Company would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) ), or any successor provision thereto, if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent subject. The Company shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date Date, whether or not permitted or required to be filed with the Commission, (i) transmit or cause to be transmitted by mail to all Holdersholders of Notes, as their names and addresses appear in the Security Registersecurity register and to any other Person described in the TIA (S) 313(c), to the extent required by the TIA, without cost to such Holders holders and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent that the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act Act, or any successor provision thereto, if Parent the Company were subject to either of such Sections and (y) if Parent’s filing fil- ing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities Notes remain outstanding, the Company shall make available furnish to any the holders of Notes and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as Act, and, to any beneficial holder of Notes, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions, upon the request of any such Securities are not freely transferable under the Securities Act. (b) holder. If at any time Subsidiary's financial statements would be required to be included in the financial statements of Parent do not include filed or delivered pursuant hereto if the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows Company were subject to Section 13(a) or 15(d) of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Exchange Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related include such Subsidiary's financial statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP any filing or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parentdelivery pursuant hereto.

Provision of Financial Statements. (a) Whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. Within fifty-five (a55) Whether or not Parent is subject to Section 13(a) or 15(d) days following the Merger Effective Time, and at the cost and expense of the Exchange ActCompany Equityholders (to be a Transaction Expense and which shall be specified in the Closing Notice), the Surviving Corporation shall deliver to Parent shall, such financial statements and related financial information of the Company as Parent shall reasonably request in order to the extent permitted enable Parent to comply with its reporting obligations under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required Act (including its obligation to file with the Commission SEC a Current Report on Form 8-K containing all information required by Items 2 and 9 of the SEC’s Form 8-K), together with executed reports of the outside auditors with respect to all such financial statements that have been audited. Such reports shall be in form and substance reasonably satisfactory to Parent. The financial statements and related financial information required to satisfy SEC Rule 3-05, delivered pursuant to such Sections 13(a) or 15(d) if Parent were so subjectthis Section 5.5, shall be prepared in accordance with GAAP and shall conform to all provisions of the SEC’s Regulation S-X, such documents to be filed that such financial statements are suitable for filing by Parent with the Commission SEC in response to Items 2 and 9 of the SEC’s Current Report on or prior Form 8-K. The Surviving Corporation shall cause such outside auditors to deliver to Parent executed consents, in form and substance reasonably satisfactory to Parent and suitable for filing by Parent with the respective dates by SEC, which consents shall authorize Parent would have been required so to file such documents if Parent were so subject (with the “Required Filing Dates”)SEC the reports referred to in this Section 5.5; provided, however, that if Parent is not permitted by must provide to the Commission Surviving Corporation a final Form 8-K at least five (5) Business Days prior to file such reports with the Commissionproposed filing date so it can be provided to its auditors to obtain the requested consent. If necessary, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file will sign an engagement letter with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding outside auditors to enable delivery of the foregoingmaterials contemplated herein, Parent but all costs associated with such preparation and delivery shall be deemed to have furnished such reports referred to above to at the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows sole expense of the Company Equityholders and shall be a Transaction Expense and which shall be specified in the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or ParentClosing Notice.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 120th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission SEC the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission SEC on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent is subject to Section 13(a) or 15(d) of Group will file on a timely basis with the Exchange Act, Parent shallCommission, to the extent permitted such filings are accepted by the Commission and whether or not it has a class of securities registered under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been be required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) 13 or 15(d) 15 of the Exchange Act if Parent were subject to such Sections which annual reports and (y) if Parent’s filing such documents quarterly reports must include the condensed consolidating financial information with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above respect to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information Issuer required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Exchange Act. All such annual reports shall include the geographic segment financial information contemplated by Item 101(d) of Regulation S-K under the Securities ActAct and all such quarterly reports shall provide the same type of interim financial information that, then as of the Company shall furnish date of this Indenture, currently is its practice to provide. (b) The Issuer also will be required (i) to file with the Trustee, and provide to each Holder Holder, without cost to such Holder, copies of Securities such reports and documents within fifteen (including by posting on a website accessible to each holder of Securities15) (a) within 120 days after the end date on which Group files such reports and documents with the Commission or the date on which Group would be required to file such reports and documents if it were so required, provided that for purposes of each fiscal year of this clause (i), such reports and documents shall be deemed to have been furnished if they are electronically available via the CompanyCommission’s XXXXX System, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (bii) within 60 days after if filing such reports and documents with the end of each of Commission is not accepted by the first three quarters of each fiscal year of Commission or is prohibited under the CompanyExchange Act, the unaudited consolidated balance sheet and related statements of operations, stockholderto supply at Group’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion cost copies of such fiscal yearreports and documents to any prospective Holder promptly upon request. (c) Delivery of such reports, setting forth in comparative form information and documents to the figures Trustee is for informational purposes only and the corresponding period Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or periods determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the previous fiscal year, all certified by a Financial Officer of the Company or ParentTrustee is entitled to rely exclusively on Officer’s Certificates).

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent but solely to the extent permitted by the Trust Indenture Act, if the Company merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to a direct or indirect Wholly-Owned Subsidiary of the Company in a transaction or series of transactions in which such Subsidiary assumes all or substantially all of the Indebtedness of the Company (other than the Securities) and the Company remains the obligor on the Securities, and as a result of such transactions the Company and this Wholly-Owned Subsidiary are permitted by the rules and regulations of the Commission with respect to these Securities to file and/or submit periodic reports collectively on behalf of the consolidated Company, then in such event the Company shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports comply with the Commission via filing requirement contained in this Section 1008(a) to the Commission’s Electronic Data Gatheringextent the filings by the Company together with such Wholly-Owned Subsidiary comply with the rules and regulations of the Commission with respect to these Securities. Notwithstanding the foregoing, Analysis, and Retrieval Filing System nothing in this paragraph shall be deemed to relieve the Company of its obligations under the Trust Indenture Act. (XXXXXb) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long Act, until such time as the Holders of Securities have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether For so long as the Notes are outstanding, whether or not Parent the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallor any successor provision thereto, the Company will, to the extent permitted under the Exchange Actby Commission practice and applicable law and regulations, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) ), or any successor provision thereto, if Parent were the Company was so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Dates") by which Parent the Company would have been required so to file such documents if Parent were the Company was so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date Date, whether or not permitted or required to be filed with the Commission, (i) transmit or cause to be transmitted by mail to all HoldersHolders of Notes, as their names and addresses appear in the Security security register, without cost to such Holders, as their names appear on the Note Register, without cost to such Holders and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act Act, or any successor provision thereto, if Parent were the Company was subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities Notes remain outstanding, the Company shall make available will furnish to any the Holders of Notes and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Securities are Act, and, to any beneficial Holder of Notes, if not freely transferable under obtainable from the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheetsCommission, consolidated statements of operations and consolidated statements of cash flows information of the Company and type that would be filed with the Guarantors presented in accordance with Rule 3-10 Commission pursuant to the foregoing provisions, upon the request of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for any such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or ParentHolder.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 150th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed to have furnished include such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly availableGuarantor's financial statements in any filing or delivery pursuant hereto. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4144A(d) (4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 150th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed to have furnished include such reports referred to above Guarantor's financial statements in any filing or delivery pursuant to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data GatheringIndenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether For so long as the Securities are outstanding, whether or not Parent the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallor any successor provision thereto, to the extent permitted under Company and the Exchange Act, Guarantors shall file with the Commission (if permitted by Commission practice and applicable law and regulations) the annual reports, quarterly reports and other documents which Parent the Company or the Guarantors would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) or any successor provision thereto if Parent the Company or the Guarantors were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company or the Guarantors would have been required so to file such documents if Parent the Company or the Guarantors were so subject (subject. The Company and the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent Guarantors shall also in any event (xa) within 15 days of after each Required Filing Date (whether or not permitted or required to be filed with the Commission) (i) transmit (or cause to be transmitted) by mail to all HoldersHolders of Securities, as their names and addresses appear in the Security Register, without cost to such Holders Holders, and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent would have been the Company or the Guarantors are required to file with the Commission pursuant to Section 13(a) or 15(d) the preceding sentence, or, if such filing is not so permitted, information and data of the Exchange Act if Parent were subject to such Sections a similar nature, and (yb) if Parent’s if, notwithstanding the preceding sentence, filing such documents by the Company and the Guarantors with the Commission is not permitted under the Exchange Actby Commission practice or applicable law or regulations, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s costof Securities. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities remain outstanding, the Company and the Guarantors shall make available furnish to any prospective purchaser the Holders of Securities or beneficial owner of Securities in connection with any sale of Securities and to securities analysts and prospective investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish and, to each Holder of Securities (including by posting on a website accessible to each any beneficial holder of Securities) (a) within 120 days after , if not obtainable from the end of each fiscal year Commission, information of the Companytype that would be filed with the Commission pursuant to the foregoing provisions, upon the audited consolidated balance sheet and related statements request of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for any such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parentholder.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports subject. The Company and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall any Guarantor will also in any event (xa) within 15 days of each Required Filing Date (i1) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii2) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (yb) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding If any Guarantor's or secured party's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it the Company were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the “Required Filing Date”) by which the Company would have been required so to file such documents if the Company were so subject. Parent shall The Company will also in any event (xa) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (yb) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s cost. Notwithstanding If any Guarantor’s financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor’s financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of . Any document or report that the Company files with the SEC via the Commission’s XXXXX system shall be deemed to be filed with the Trustee and mailed to all Holders for purposes of this Section 10.18 at the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under time such documents are filed via the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or ParentXXXXX system.

Provision of Financial Statements. (a) Whether So long as the Securities are Outstanding, whether or not Parent is subject to Section 13(a) or 15(d) the Company has a class of the Exchange Act, Parent shall, to the extent permitted securities registered under the Exchange Act, the Company and the Guarantors shall furnish without cost to each Holder of Securities and file with the Trustee and the Commission within the time periods specified in the Commission's rules and regulations: (i) annual reports, quarterly reports and other documents which Parent would have been on Form 20-F or 40-F (or any successor form) containing the information required to file be contained therein (or required in such successor form), including audited year-end consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) prepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); (ii) reports on Form 6-K (or any successor form) containing substantially the Commission pursuant same information required to be contained in Form 10-Q (or required in such Sections 13(asuccessor form), including unaudited quarterly consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) or 15(dprepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); and (iii) if Parent were so subjectpromptly from time to time after the occurrence of an event required to be therein reported, such documents other reports on Form 6-K (or any successor form) containing substantially the same information required to be filed with the Commission on contained in Form 8-K (or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”in any successor form); providedPROVIDED, howeverHOWEVER, that if Parent is the Company and the Guarantors will not permitted by the Commission be obligated to file such reports with the Commission, Parent shall post Commission prior to the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) effectiveness of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with Offer Registration Statement or the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies Shelf Registration Statement. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any prospective Holder at information contained therein or determinable from information contained therein, including the Company’s cost's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent is subject Although no financial statements were historically prepared for the Business on a stand-alone basis, Seller has commenced the preparation of, and shall use commercially reasonable efforts promptly to Section 13(a) or 15(d) provide to Buyer, balance sheets and income and cash flow statements for the Business as of and for the years ended December 31 of each of 2004, 2005 and 2006 and as of the Exchange Act, Parent shall, last day of and for such interim periods as Buyer shall require in order to assure that the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports Proxy Statement and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents any Current Report on Form 8-K to be filed by Buyer with the Securities and Exchange Commission on or (the "SEC") prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports Closing Date complies with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the all applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies requirements of the annual reports, quarterly reports and other documents which Parent would have been required SEC relating to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheetsBusiness (the "Carve-Out Financial Statements"). Seller shall also use commercially reasonable efforts to provide Buyer with (i) an unqualified audit report signed by the firm of Ernst & Young, consolidated statements of operations and consolidated statements of cash flows LLP with respect to each of the Company annual Carve-Out Financial Statements, (ii) a consent in form and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Actsubstance reasonably satisfactory to Buyer, then the Company shall furnish to each Holder of Securities (including executed by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) such accounting firm as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and a date within two (b2) within 60 days after the end Business Days of each of the first three quarters dates on which the Carve-Out Financial Statements are filed with the SEC, consenting to the filing by Buyer of such report with the SEC and (iii) an acknowledgment in form and substance reasonably satisfactory to Buyer, executed by such firm as of a date within two (2) Business Days of each fiscal year such filing, confirming that such firm is independent with respect to the Seller. When audited Carve-Out Financial Statements become available, Seller will provide copies of them to Buyer. Buyer agrees to reimburse Seller for the fees and expenses of Ernst & Young, LLP related to the audited Carve-Out Financial Statements, up to One Hundred Thousand Dollars ($100,000.00), which amount shall be offset against or added to the amount of the CompanyNet Working Capital Adjustment payable under Section 2.4.2. In addition, not later than the unaudited consolidated balance sheet 15th day of each calendar month following the execution of this Agreement, Seller shall furnish to Buyer a profit and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures loss statement for the corresponding period or periods of Business for the previous fiscal yearpreceding calendar month, all certified in the form customarily prepared by a Financial Officer of the Company or ParentSeller.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission SEC the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission SEC on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer or the effectiveness of a Registration Statement relating to the Securities and the 120th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstandingoutstanding and the Company is not subject to Sections 13(a) or 15(d) of the Exchange Act, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent the Company is not permitted by subject to Section 13(a) or 15(d) of the Exchange Act, it shall not be required to file with the Commission such documents to file the extent it posts such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent The Company shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent the Company shall be deemed to have furnished such reports referred to above to the Holders if (A) it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available or (B) it is not subject to Sections 13(a) or 15(d) of the Exchange Act and it has posted such reports on its website and such reports are publicly available. So long as If at any time the Company is not subject to Sections 13(a) or 15(d) of the Securities remain outstandingExchange Act, it shall also hold a quarterly conference call to discuss the consolidated financial results of the Company with the Holders of the Securities. Such conference call shall not be later than five Business Days from each Required Filing Date. No fewer than two days prior to the conference call, the Company shall make available issue a press release to any prospective purchaser the appropriate wire services announcing the time, date and access details of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act. (b) conference call. If at any time the financial statements of Parent the Company do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows flow of the Company Issuer and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company Issuer shall furnish to each Holder of Securities (including by posting on a website accessible to each holder Holder of Securities) (a) within 120 days after the end of each fiscal year of the CompanyIssuer, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company Issuer and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers PricewaterhouseCoopers, LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the CompanyIssuer, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company Issuer and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company Issuer. So long as any of the Securities remain Outstanding, the Issuer shall make available to any prospective purchaser of Securities or Parentbeneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent but solely to the extent permitted by the Trust Indenture Act, if the Company merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to a direct or indirect Wholly-Owned Subsidiary of the Company in a transaction or series of transactions in which such Subsidiary assumes all or substantially all of the Indebtedness of the Company (other than the Securities) and the Company remains the obligor on the Securities, and as a result of such transactions the Company and this Wholly-Owned Subsidiary are permitted by the rules and regulations of the Commission to file and/or submit periodic reports collectively on behalf of the consolidated Company, then in such event the Company shall be deemed to have furnished such reports referred to above comply with this Section 1008(a) to the Holders if it has filed extent the filings by the Company together with such reports Wholly-Owned Subsidiary comply with the Commission via rules and regulations of the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System . (XXXXXb) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long Act, until such time as the holders of Securities have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. (b) If at any time the financial statements of Parent do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows of the Company and the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Company shall furnish to each Holder of Securities (including by posting on a website accessible to each holder of Securities) (a) within 120 days after the end of each fiscal year of the Company, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or Parent.

Provision of Financial Statements. (a) Whether or not Parent the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which Parent the Company would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) if Parent were the Company was so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “"Required Filing Dates”); provided, however, that if Parent is not permitted ") by which the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with such documents if the Commission pursuant to Section 13(a) or 15(d) if it were Company was so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent The Company shall also in any event (x) provide copies of such reports to the Holders and the Trustee within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file Date. The Company shall also comply with the Trustee copies other provisions of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to TIA Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act314(a). (b) If at any time the The Company shall cause its annual reports to stockholders containing audited consolidated financial statements and any quarterly or other financial reports furnished by it to stockholders pursuant to the Exchange Act, if any, to be mailed to the Holders (no later than the date such materials are mailed or made available to its stockholders) at their addresses appearing in the register of Parent do not include Securities maintained by the consolidated balance sheets, consolidated Registrar and shall cause to be disclosed in financial statements of operations and consolidated statements of cash flows of (or notes thereto) in each such report the amount available for Restricted Payments pursuant to Section 4.3 hereof. If the Company and is not required to furnish annual or quarterly reports to its stockholders pursuant to the Guarantors presented in accordance with Rule 3-10 of Regulation S-X under the Securities Exchange Act, then the Company shall furnish cause its financial statements referred to each Holder in Section 4.8(a) above, including any notes thereto (and, in the case of Securities (including a fiscal year end, an auditors' report by posting on a website accessible an independent certified public accounting firm of established national reputation), to each holder of Securities) (a) be so mailed to the Holders within 120 125 days after the end of each of its fiscal year of the Company, the audited consolidated balance sheet years and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and (b) within 60 50 days after the end of each of the first three fiscal quarters of each fiscal year of year. If the Trustee (at the Company's request and expense) is to mail the foregoing information to the Holders, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of Company shall supply such information to the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and then elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Company or ParentTrustee at least three Business Days prior thereto.