Common use of Provision of Financial Statements Clause in Contracts

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not the Company Parent is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) willParent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company or such Guarantor Parent were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") respective dates by which the Company and such Guarantor Parent would have been required so to file such documents if the Company and such Guarantor Parent were so subject. The Company 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 any Guarantor (only other documents that it would have been required to file with the extent such Guarantor is required under 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 Exchange Act) will 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 the Company and such Guarantor Parent would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor Parent 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. If any Guarantor's financial statements would Notwithstanding the foregoing, Parent shall be required deemed to be included in have furnished such reports referred to above to the financial statements Holders if it has filed or delivered pursuant to this Indenture if such reports with the Company were subject to Section 13(aCommission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (▇▇▇▇▇) or 15(d) of the Exchange Act, the Company shall include and such Guarantor's financial statements in any filing or delivery pursuant to this Indenturereports are publicly available. In addition, so So long as any of the Securities remain outstanding, the Company will shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof of Securities the information required by Rule 144A(d)(4) under the Securities Act, until such time Act so long as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement 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. Whether (a) Subject to Section 1009(b) below the Company and the Parent shall file on a timely basis with the Commission, to the extent such filings are accepted by the Commission and whether or not the Company is subject to Section 13(aor the Parent (as the case may be) or 15(d) has a class of the Exchange Act, the 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 securities registered under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which that the Company and such Guarantor or the Parent (as the case may be) would have been be required to file with the Commission pursuant if it were subject to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) 13 or 15(d) of the Exchange Act. (b) will 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 in any event (x) within 15 days of each Required Filing Date be required (i) transmit by mail to all Holdersfile with the Trustee, as their names and addresses appear in the Security Registerprovide to each Holder of Notes, without cost to such Holders 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 so required, and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if filing such reports and documents by the Company and such Guarantor 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 holder promptly upon request. Delivery of such reports, information and documents to the CompanyTrustee is for informational purposes only and the Trustee's cost. If receipt of such shall not constitute constructive notice of any Guarantorinformation contained therein or determinable from information contained therein, including the Parent's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as compliance with any of its covenants hereunder (as to which the Securities remain outstanding, the Company will make available Trustee is entitled to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Actrely exclusively on Officers' Certificates).

Provision of Financial Statements. 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 the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Initial Securities remain outstanding, the Company will make available to any prospective purchaser of Initial Securities or beneficial owner of Securities in connection with any sale thereof the information required by Rule 144A(d)(4144(d)(4) under the Securities Act, until such time as the Company has either exchanged the Initial Securities for securities identical in all material respects which have been registered under the Exchange Securities Act or until such time as the Holders of the Securities holders thereof have disposed of such Initial Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. 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 the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the a "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Securities remain outstandingOutstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is would be required under 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether So long as the Notes are outstanding, whether or not the Company Corporation is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor Corporation would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) ), or any successor provision thereto, if the Company or such Guarantor Corporation were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing DateDates") by which the Company and such Guarantor Corporation would have been required so to file such documents if the Company and such Guarantor Corporation were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor Corporation would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act Act, or any successor provision thereto, if the Company and such Guarantor Corporation were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor 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 CompanyCorporation's cost. In addition, for so long as any Notes remain outstanding, the Corporation will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities 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 Holder. If any Guarantor's Subsidiaries' financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture hereto if the Company Corporation were subject to Section 13(a) or 15(d) of the Exchange Act, the Company Corporation shall include such Guarantor's Subsidiaries' financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Acthereto.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) willshall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "“Required Filing Date"Dates”) by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof 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 or until such time as the Holders holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. 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 the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the a "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenturehereto. In addition, so So long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether From and after the date hereof and so long as the Loan remains outstanding and unpaid: (a) UPC shall furnish to the Holders any documents filed by it pursuant to Section 13, 14 or 15(d) of the Exchange Act; provided that if UPC is not the Company is subject to the requirements of Section 13(a) 13, 14 or 15(d) of the Exchange Act, UPC will furnish to the Holders: (i) as soon as practicable and in any event within 90 days after the end of each fiscal year of UPC, a consolidated balance sheet of UPC and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity, and cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, accompanied by an unqualified opinion of independent public accountants of nationally recognized standing selected by UPC, as to the fair presentation in accordance with GAAP; and (ii) as soon as practicable and in any event within 45 days after the end of each of the first three quarters of each fiscal year of UPC, a consolidated balance sheet of UPC and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, stockholders' equity and cash flows for such quarter and for the portion of UPC's fiscal year ended at the end of such quarter, in each case setting forth comparative figures for the corresponding quarter and the corresponding portion of UPC's preceding fiscal year, all certified (subject to normal year-end audit adjustments and to the absence of footnotes) as to the fair presentation in accordance with GAAP and consistency with the audited financial statements most recently delivered pursuant to clause (i) above by the chief financial officer or a director of finance or treasury of UPC, except as approved by UPC's independent public accountants and disclosed therein. (b) The Company shall furnish to the Holders: (i) as soon as practicable and in any event within 150 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and each Guarantor (only its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for such fiscal year, all certified by the chief financial officer, or director of finance or treasury of UPC as to the extent fair presentation in accordance with GAAP and consistency with the audited financial statements most recently delivered pursuant to this clause (i), except as approved by UPC's independent public accountants and disclosed therein; and (ii) as soon as practicable and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such Guarantor quarter and the related consolidated statements of income, stockholders' equity and cash flows for such quarter and for the portion of the Company's fiscal year ended at the end of such quarter, in each case setting forth comparative figures for the corresponding quarter and the corresponding portion of the Company's preceding fiscal year, all certified (subject to normal year-end audit adjustments and to the absence of footnotes) by the chief financial officer or a director of finance or treasury of UPC as to the fair presentation in accordance with GAAP and consistency with the financial statements most recently delivered pursuant to clause (i) above, except as approved by the UPC's independent public accountants and disclosed therein. (c) For so long as the UPCD Facility Agreement is required under Section 13(aoutstanding, the Company shall cause UPCD to furnish to the Holders the financial information set forth in clauses 16.2(a) or 15(dthrough (d) and clause (g) of the Exchange Act) willUPCD Facility Agreement. After such time as the UPCD Facility Agreement is no longer outstanding, the Company shall furnish to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports Holders: (i) as soon as practicable and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will also in any event (x) within 15 150 days after the end of each Required Filing Date fiscal year of UPCH, a consolidated balance sheet of UPCH and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year, accompanied by an unqualified opinion of independent public accountants of nationally recognized standing selected by UPC, as to the fair presentation in accordance with GAAP; and (ii) as soon as practicable and in any event within 60 days after the end of each of the first three quarters of each fiscal year of UPCH, a consolidated balance sheet of UPCH and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, stockholders' equity and cash flows for such quarter and for the portion of UPCH's fiscal year ended at the end of such quarter, in each case setting forth comparative figures for the corresponding quarter and the corresponding portion of UPCH's preceding fiscal year, all certified (subject to normal year-end audit adjustments and to the absence of footnotes) by the chief financial officer or director of finance or treasury of UPC as to the fair presentation in accordance with GAAP and consistency with the audited financial statements most recently delivered pursuant to clause (i) transmit above, except as approved by mail UPC's independent public accountants and disclosed therein. (iii) at the same time that they are delivered to the agent under the UPCD Facility Agreement, copies of all notices of default, compliance certificates and other similar notices, certificates and documents. (d) UPC shall cause chello Holdings to furnish to the Holders: (i) as soon as practicable and in any event within 150 days after the end of each fiscal year of chello Holdings, a consolidated balance sheet of chello Holdings and its Subsidiaries as their names of the end of such fiscal year and addresses appear the related consolidated statements of income, stockholders' equity and cash flows for such fiscal year, all certified by the chief financial officer or director of finance or treasury of UPC as to the fair presentation in accordance with GAAP and consistency with the Security Registeraudited financial statements most recently delivered pursuant to this clause (i), without cost except as approved by UPC's independent public accountants and disclosed therein; and (ii) as soon as practicable and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the chello Holdings, a consolidated balance sheet of the chello Holdings and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, stockholders' equity and cash flows for such quarter and for the portion of the chello Holdings' fiscal year ended at the end of such quarter, in each case setting forth comparative figures for the corresponding quarter and the corresponding portion of the chello Holdings' preceding fiscal year, all certified (subject to normal year-end audit adjustments and to the absence of footnotes) by the chief financial officer or director of finance or treasury of UPC as to the fair presentation in accordance with GAAP and consistency with the audited financial statements most recently delivered pursuant to clause (i) above, except as approved by UPC's independent public accountants and disclosed therein. (e) Simultaneously with the delivery of each set of financial statements referred to in clause (a) above, UPC and the Company shall deliver to the Holders a certificate of the chief financial officer or the chief accounting officer of each of UPC and the Company (i) stating whether any Default exists on the date of such Holders certificate and, if any Default or then exists, setting forth the details thereof and the action which each of UPC and the Company is taking or proposes to take with respect thereto and (ii) file setting out in reasonable detail computations establishing, as of the date of such financial statements, whether the financial covenants set forth in Section 7.4 were complied with. (f) Within 15 Business Days, after the end of each calendar month, UPC and the Company shall deliver to the Holders supporting schedules showing the amounts of deletions and additions to Invested Capital, all Restricted Payments and all chello Holdings Restricted Payments made during such calendar month. (g) Promptly upon the filing thereof, UPC shall deliver to the Holders all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which UPC or any of its Subsidiaries shall have filed with the Trustee copies SEC. (h) On or before the times required under the Indenture, compliance certificates and notices of default required to be furnished to the trustees or holders of the annual reports, quarterly reports securities under the Indentures and the other certificates and documents which the Company and such Guarantor would have been required to file with be furnished to the Commission trustee or holders of the securities under the Indenture pursuant to Sections 13(a) or 15(d) 10.11 through 10.17 and Sections 10.19 through 10.21 of the Exchange Act if Indenture; provided that with respect to such other certificates and documents shall be addressed to and be for the benefit of the Holders. (i) Within five days after any officer of UPC or the Company obtains actual knowledge of any Default, if such Default is then continuing, each of UPC and such Guarantor were subject to either of such Sections and (y) if filing such documents by the Company shall deliver to the Holders a certificate of its chief financial officer or chief accounting officer setting forth the details thereof and the action which each of UPC and the Company is taking or proposes to take with respect thereto. (j) Promptly following the commencement of any litigation or proceeding and at such Guarantor time subsequent thereto during the course of any litigation or proceeding when UPC shall have made the determination referred to in this clause (j), UPC shall deliver to the Holders notice and a description in reasonable detail of any litigation or proceeding to which UPC or any of its Subsidiaries is a party that would reasonably be expected to result in a Material Adverse Effect. (k) UPC shall cause chello Holdings to deliver to the Holders promptly after entering into such agreements, any agreements other than agreements with vendors pursuant to which chello Holdings or any of its Subsidiaries will incur any material Indebtedness. (l) On or before 15 Business Days after the Commission is not permitted under date of this Agreement, UPC shall deliver to the Exchange Act, promptly upon written request and payment Lender a certificate of the reasonable cost chief financial officer or a director of duplication finance or treasury of UPC containing sufficiently detailed financial information establishing and deliverysupporting the amount of Certified Invested Capital of the Company as of the date of this Agreement. (m) From time to time, supply copies UPC or the Company shall deliver such additional information regarding their respective obligations under this Agreement and the financial position or business of such documents to any prospective Holder at UPC, the Company's cost, the Guarantor and/or the Significant Subsidiaries of UPC as the Holders may reasonably request. If Notwithstanding the foregoing, none of UPC, the Company, the Guarantor or any Guarantor's financial statements would Subsidiaries of UPC shall be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as provide any of the Securities remain outstanding, the Company will make available foregoing information (which is not otherwise publicly available) to any prospective purchaser Holder that is a competitor of Securities UPC or beneficial owner any of Securities in connection with any sale 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 or until such time as the Holders its Subsidiaries and not an Affiliate of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities ActLender.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, from and after January 1, 2006, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor that they are or would have been required to to: file with with, or furnish to, the Commission pursuant to Sections such Section 13(a) or 15(d) if ), including any information relating to the Company and RMI as may be required by Regulation S-X under the Exchange Act or such Guarantor by the Commission, if they were so subject, such documents to be filed with with, or furnished to, the Commission on or prior to the date (the "Required Filing Date") respective dates by which the Company and such Guarantor they would have been required so to file file, or to furnish, such documents if they are or were so subject (in each case, at the times, and in the manner, required of Foreign Private Issuers under the Exchange Act if the Company or RMI, as the case may be, qualifies as a Foreign Private Issuer) (the "Required Filing Dates"); provided that, RMI may satisfy its obligations under this paragraph through the inclusion in the Company's annual reports and such Guarantor were so subject. The Company and any Guarantor (only other documents filed with or furnished to the extent such Guarantor is required under Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (or the provisions of this Indenture) of such financial information of RMI as may be required to be contained therein by Regulation S-X under the Exchange Act) . The Company will also in any event event, from and after January 1, 2006, (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 which the Company and such Guarantor would have been required to file with with, or to furnish to, the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were it was subject to either of such Sections and (y) if filing or furnishing 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 Holders at the Company's cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not United or the Company is subject to Section 13(a) or 15(d) of the Exchange Act, United and the 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 deliver to the Commission for filing the annual reports, quarterly reports and other documents which United and the Company and such Guarantor would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) if United and the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "Required Filing DateREQUIRED FILING DATES") by which United and the Company and such Guarantor would have been required to so to file such documents if United and the Company, were so subject (subject to a five day grace period). United and the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will also in any event (x) within 15 days of each Required Filing Date (subject to a five day grace period) (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 United and the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if United and the Company and such Guarantor were subject to either of such Sections and (y) if filing such documents by United and 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 deliveryrequest, supply copies of such documents to any prospective Holder at United's and the Company's cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the The Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company and United will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof also provide 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 144A to any Holder or until such time as the Holders prospective Holder of the Securities have disposed Securities. Delivery of such Securities pursuant reports, information and documents to an effective registration statement under the Securities ActTrustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) willshall, to the extent permitted under the Exchange Act, file with the Commission SEC the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission SEC pursuant to Sections such Section 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission SEC on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission SEC pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, for so long as any of the Securities remain outstanding, the Company will make available shall furnish to any the Holders and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, until such time as . The Company shall also comply with the provisions of TIA Section 314(a). Should the Company has either exchanged deliver to the Securities for securities identical in all material respects which have been registered under the Securities Act Trustee any such information, reports or until such time as the Holders certificates or any annual reports, information, documents and other reports pursuant to Section 314(a) of the Securities have disposed Trust Indenture Act, delivery of such Securities pursuant information, reports or certificates or any annual reports, information, documents and other reports to an effective registration statement under the Securities ActTrustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Provision of Financial Statements. Whether or not the Company Parent is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) willParent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company or such Guarantor Parent were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") respective dates by which the Company and such Guarantor Parent would have been required so to file such documents if the Company and such Guarantor Parent were so subject. The Company 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 any Guarantor (only other documents that it would have been required to file with the extent such Guarantor is required under 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 Exchange Act) will 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 the Company and such Guarantor Parent would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor Parent 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. If any Guarantor's financial statements would Notwithstanding the foregoing, Parent shall be required deemed to be included in have furnished such reports referred to above to the financial statements Holders if it has filed or delivered pursuant to this Indenture if such reports with the Company were subject to Section 13(aCommission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (▇▇▇▇▇) or 15(d) of the Exchange Act, the Company shall include and such Guarantor's financial statements in any filing or delivery pursuant to this Indenturereports are publicly available. In addition, so So long as any of the Securities remain outstanding, the Company will shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof of Securities the information required by Rule 144A(d)(4) under the Securities Act, until such time Act so long as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement are not freely transferable under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (yb) if 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 cost. If any Guarantor's or secured party's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities holders thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not Although no financial statements were historically prepared for the Company is subject 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, last day of and for such interim periods as Buyer shall require in order to assure that the Company Proxy Statement 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor 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 date Closing Date complies with all applicable requirements of the SEC relating to the financial statements of the Business (the "Required Filing DateCarve-Out Financial Statements") by which the Company and such Guarantor would have been required so ). Seller shall also use commercially reasonable efforts to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will also in any event (x) within 15 days of each Required Filing Date provide Buyer with (i) transmit an unqualified audit report signed by mail the firm of Ernst & Young, LLP with respect to all Holderseach of the annual Carve-Out Financial Statements, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file a consent in form and substance reasonably satisfactory to Buyer, executed by such accounting firm as of a date within two (2) Business Days of each of the dates on which the Carve-Out Financial Statements are filed with the Trustee 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 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 annual reportsfees and expenses of Ernst & Young, quarterly reports and other documents 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 Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) amount of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor with the Commission is not permitted Net Working Capital Adjustment payable 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture2.4.2. In addition, so long as any not later than the 15th day of each calendar month following the Securities remain outstandingexecution of this Agreement, Seller shall furnish to Buyer a profit and loss statement for the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities Business for the preceding calendar month, in connection with any sale thereof the information required form customarily prepared 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities ActSeller.

Provision of Financial Statements. (a) Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) willshall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required Notwithstanding the foregoing, but solely to be included in the financial statements filed or delivered pursuant to this extent permitted by the Trust Indenture Act, if the Company were subject merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to Section 13(a) a direct or 15(d) indirect Wholly-Owned Subsidiary of the Exchange ActCompany 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 include be deemed to comply with the Commission filing requirement contained in this Section 1008(a) to the extent the filings by the Company together with such Guarantor's financial statements Wholly-Owned Subsidiary comply with the rules and regulations of the Commission with respect to these Securities. Notwithstanding the foregoing, nothing in any filing or delivery pursuant this paragraph shall be deemed to this Indenture. In addition, so relieve the Company of its obligations under the Trust Indenture Act. (b) So long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether For so long as the --------------------------------- Securities are outstanding, whether or not the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the 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, 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 the Company and such Guarantor or the Guarantors would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) or any successor provision thereto if the Company or such Guarantor the Guarantors were so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor or the Guarantors would have been required so to file such documents if the Company and such Guarantor or the Guarantors were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will 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 the Company and such Guarantor would have been or the Guarantors are required to file with the Commission pursuant to Sections 13(a) or 15(d) the preceding sentence, or, if such filing is not so permitted, information and data of the Exchange Act if the Company and such Guarantor were subject to either of such Sections a similar nature, and (yb) if if, notwithstanding the preceding sentence, filing such documents by the Company and such Guarantor 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this IndentureSecurities. In addition, for so long as any of the Securities remain outstanding, the Company will make available and the Guarantors shall furnish to any prospective purchaser the Holders of Securities or beneficial owner of Securities in connection with any sale thereof 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, until such time as and, to any beneficial holder of Securities, if not obtainable from the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders Commission, information of the Securities have disposed of such Securities type that would be filed with the Commission pursuant to an effective registration statement under the Securities Actforegoing provisions, upon the request of any such holder.

Provision of Financial Statements. Whether or not the Company Centennial is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) so 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 the Company and such Guarantor Centennial would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) if the Company or such Guarantor it were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor Centennial would have been required so to file such documents if the Company and such Guarantor it were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor Centennial would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor Centennial were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor 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 CompanyCentennial's cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Securities remain outstanding, the Company Centennial will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has Issuers have either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders of the Securities holders thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company or RMI is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor that they would have been required to file with with, or furnish to, the Commission pursuant to Sections such Section 13(a) or 15(d) if ), including any information relating to the Company and RMI as may be required by Regulation S-X under the Exchange Act or such Guarantor by the Commission, if they were so subject, such documents to be filed with with, or furnished to, the Commission on or prior to the date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor they would have been required so to file file, or to furnish, such documents if the Company and such Guarantor they were so subject. The Company ; provided that if and any Guarantor (only for so long as RMI is no longer subject to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act, RMI may satisfy its obligations under this paragraph through the inclusion in the Company's annual reports and other documents filed with or furnished to the Commission pursuant to Section 13(a) or 15(d) 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 obligations under this paragraph through the inclusion in a footnote to the Company's consolidated financial statements of financial information for RMI, any other Guarantors of the 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 also 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 the Company and such Guarantor RMI would have been required to file with with, or to furnish to, the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor they were subject to either of such Sections (subject to the proviso set forth in the immediately preceding sentence) and (y) if filing or furnishing such documents by the Company and such Guarantor 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether For so long as the Notes are outstanding, whether or not the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the 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 Actby Commission practice and applicable law and regulations, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) ), or any successor provision thereto, if the Company or such Guarantor were was so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing DateDates") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were was so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act Act, or any successor provision thereto, if the Company and such Guarantor were was subject to either of such Sections and (y) if 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, for so long as any of the Securities Notes remain outstanding, the Company will 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 thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, until such time as and, to any beneficial Holder of Notes, if not obtainable from the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders Commission, information of the Securities have disposed of such Securities type that would be filed with the Commission pursuant to an effective registration statement under the Securities Actforegoing provisions, upon the request of any such Holder.

Provision of Financial Statements. Whether or not the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) if the Company or and such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include and such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Actcost.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "“Required Filing Date"”) by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (yb) if 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. If any Guarantor's ’s financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's ’s financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities holders thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act. Any document or report that the Company files with the SEC via the Commission’s ▇▇▇▇▇ system shall be deemed to be filed with the Trustee and mailed to all Holders for purposes of this Section 10.18 at the time such documents are filed via the ▇▇▇▇▇ system.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, so long as any Securities are outstanding, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) if the Company or such Guarantor it were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor it were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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 purchaser of Securities at the Company's cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities holders thereof have disposed of such Securities 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) the Company is not required to file such reports and other documents separately under the applicable rules and regulations of the Commission (after giving effect to any exemptive relief) because of the filings made by Centennial, (c) Centennial does not own assets in excess of $10 million other than the Capital Stock of the Company, and (d) Centennial does not have outstanding Indebtedness in excess of $10 million (other than indebtedness under the Mezzanine Financing and Indebtedness as to which the Company is also liable).

Provision of Financial Statements. 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 the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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 delivery118 request, supply copies of such documents to any prospective Holder at the Company's cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this the Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this the Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the 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 (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company and such Guarantor would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) if the Company or such Guarantor were was so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were was so subject. The Company and any Guarantor (only shall also provide copies of such reports to the extent such Guarantor is required under Section 13(a) or 15(d) of Holders and the Exchange Act) will also in any event (x) 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 TIA Section 314(a). (b) The Company shall cause its annual reports, reports to stockholders containing audited consolidated financial statements and any quarterly or other financial reports and other documents which the Company and such Guarantor would have been required furnished by it to file with the Commission stockholders pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request 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 Securities maintained by the Registrar and payment of shall cause to be disclosed in financial statements (or notes thereto) in each such report the reasonable cost of duplication and delivery, supply copies of such documents amount available for Restricted Payments pursuant to any prospective Holder at the Company's costSection 4.3 hereof. If any Guarantor's financial statements would be the Company is not required to be included in the financial statements filed furnish annual or delivered quarterly reports to its stockholders pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's cause its financial statements referred to in Section 4.8(a) above, including any filing or delivery pursuant notes thereto (and, in the case of a fiscal year end, an auditors' report by an independent certified public accounting firm of established national reputation), to this Indenture. In addition, be so long as any mailed to the Holders within 125 days after the end of each of its fiscal years and within 50 days after the end of each of the Securities remain outstandingfirst three fiscal quarters of each fiscal year. If the Trustee (at the Company's request and expense) is to mail the foregoing information to the Holders, the Company will make available shall supply such information to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities ActTrustee at least three Business Days prior thereto.

Provision of Financial Statements. 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 the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this the Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 reports, information and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company will be deemed to have satisfied such requirements if Parent files and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) provides reports, information and documents of the Exchange Acttypes otherwise so required within the applicable time periods and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the Commission (after giving effect to any 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 (y) 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 Subsidiaries. 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of 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 filing such documents by the Company and such Guarantor (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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to , and (z) otherwise comply with Section 13(a) or 15(d3.14(a) of the Exchange Trust Indenture Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as if the Company has either exchanged any Unrestricted Subsidiary at such time, it shall also file with the Securities for securities identical in Trustee, and provide to the Holders, on the same quarterly basis, all material respects quarterly and annual financial statements (which have been registered under the Securities Act or until statements may be unaudited) as would be required by Forms 10-Q and 10-K if such time as the Holders of the Securities have disposed of such Securities pursuant to Subsidiary were not an effective registration statement under the Securities ActUnrestricted Subsidiaries.

Provision of Financial Statements. Whether So long as the Securities are Outstanding, whether or not the Company is subject to Section 13(a) or 15(d) has a class of securities registered under the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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, Guarantors shall furnish without cost to such Holders each Holder of Securities and (ii) file with the Trustee copies and the Commission within the time periods specified in the Commission's rules and regulations: (i) annual reports on Form 20-F or 40-F (or any successor form) containing the information required to 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 annual reportssame information required to be contained in Form 10-Q (or required in such successor form), including unaudited quarterly 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); and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports and other documents which on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 8-K (or required in any successor form); PROVIDED, HOWEVER, that the Company and such Guarantor would have been required the Guarantors will not be obligated to file such reports with the Commission pursuant prior to Sections 13(a) or 15(d) the effectiveness of the Exchange Act if Offer Registration Statement or the Company and such Guarantor were subject to either Shelf Registration Statement. Delivery of such Sections reports, information and (y) if filing such documents by to the Company Trustee is for informational purposes only 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 Trustee's receipt of such documents to shall not constitute constructive notice of any prospective Holder at information contained therein or determinable from information contained therein, including the Company's cost. If compliance with any Guarantor's financial statements would be required of its covenants hereunder (as to be included in which the financial statements filed or delivered pursuant Trustee is entitled to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenturerely exclusively on Officers' Certificates). In addition, so long as any of the Securities remain outstandingOutstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 SEC the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company or such Guarantor were so subject, such documents to be filed with the Commission SEC on or prior to the date (the a "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Securities remain outstandingOutstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company Centennial is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) so 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 the Company and such Guarantor Centennial would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) if the Company or such Guarantor it were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor Centennial would have been required so to file such documents if the Company and such Guarantor it were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor Centennial would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act as if the Company and such Guarantor Centennial were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor 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 CompanyCentennial's cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Securities remain outstanding, the Company Centennial will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has Issuers have either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether So long as the Securities are Outstanding, whether or not the Company is subject to Section 13(a) or 15(d) has a class of securities registered under the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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, Guarantors shall furnish without cost to such Holders each Holder of Securities and (ii) file with the Trustee copies and the Commission within the time periods specified in the Commission's rules and regulations: (i) annual reports on Form 20-F or 40-F (or any 121 successor form) containing the information required to 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 annual reportssame information required to be contained in Form 10-Q (or required in such successor form), including unaudited quarterly 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); and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports and other documents which on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 8-K (or required in any successor form); PROVIDED, HOWEVER, that the Company and such Guarantor would have been required the Guarantors will not be obligated to file such reports with the Commission pursuant prior to Sections 13(a) or 15(d) the effectiveness of the Exchange Act if Offer Registration Statement or the Company and such Guarantor were subject to either Shelf Registration Statement. Delivery of such Sections reports, information and (y) if filing such documents by to the Company Trustee is for informational purposes only 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 Trustee's receipt of such documents to shall not constitute constructive notice of any prospective Holder at information contained therein or determinable from information contained therein, including the Company's cost. If compliance with any Guarantor's financial statements would be required of its covenants hereunder (as to be included in which the financial statements filed or delivered pursuant Trustee is entitled to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenturerely exclusively on Officers' Certificates). In addition, so long as any of the Securities remain outstandingOutstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) if the Company or and such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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 and such Guarantor's cost. If any Guarantor's or other Subsidiaries' financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture 126 139 hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's or other Subsidiaries' financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Acthereto.

Provision of Financial Statements. 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 the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 SEC the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company or such Guarantor were so subject, such documents to be filed with the Commission SEC on or prior to the date (the a "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) 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 the Company and such Guarantor would have been required to file with the Commission SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if filing such documents by the Company and such Guarantor 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so So long as any of the Securities remain outstandingOutstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) willshall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required Notwithstanding the foregoing, but solely to be included in the financial statements filed or delivered pursuant to this extent permitted by the Trust Indenture Act, if the Company were subject merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to Section 13(a) a direct or 15(d) indirect Wholly-Owned Subsidiary of the Exchange ActCompany 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 include be deemed to comply with this Section 1008(a) to the extent the filings by the Company together with such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, so Wholly-Owned Subsidiary comply with the rules and regulations of the Commission. (b) So long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof 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 or until such time as the Holders holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) willshall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") respective dates by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The subject (the “Required Filing Dates”); provided, however, that if the Company and any Guarantor (only is not subject to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act, it shall not be required to file with the Commission such documents to the extent it posts such documents that it would have been required to file with the Commission pursuant to such Section 13(a) will or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in Notwithstanding the financial statements filed or delivered pursuant to this Indenture if foregoing, the Company were 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 (▇▇▇▇▇) and such reports are publicly available or (B) it is not subject to Section 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. If at any time the Company is not subject to Sections 13(a) or 15(d) of the Exchange 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 include issue a press release to the appropriate wire services announcing the time, date and access details of such Guarantor's conference call. If at any time the financial statements of the Company do not include the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flow of the Issuer and the Guarantors presented in any filing accordance with Rule 3-10 of Regulation S-X under the Securities Act, then the Issuer 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 Issuer, the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the 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, LLP or delivery pursuant to this Indentureother 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 Issuer, the unaudited consolidated balance sheet and related statements of operations, stockholder’s equity and cash flows of the 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 Issuer. In addition, so So long as any of the Securities remain outstandingOutstanding, the Company will Issuer shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof of Securities the information required by Rule 144A(d)(4) under the Securities Act, until such time Act so long as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement are not freely transferable under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to the extent such Guarantor is would be required under 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "“Required Filing Date"”) by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's ’s financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's ’s financial statements in any filing or delivery pursuant to this Indenture. In addition, so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. 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 the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) if the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the date (the "Required Filing Date") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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 the Company and such Guarantor would have been required to file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections and (y) if 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. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this Indenture. In addition, 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 will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale 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 or until such time as the Holders of the Securities thereof have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company and each Guarantor (only to will prepare and, unless the extent Commission will not accept such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will, to the extent permitted under the Exchange Actfiling, file with the Commission the annual reports, quarterly reports and other documents which the Company and such Guarantor would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) if the Company or such Guarantor 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 date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor would have been required so to file such documents if the Company and such Guarantor were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the 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, 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 the Company and such Guarantor has filed with the Commission or would have been required to file with the Commission pursuant to Sections Section 13(a) or 15(d) of the Exchange Act if the Company and such Guarantor were subject to either of such Sections Section and (y) if 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 deliveryany Holder or prospective Holder, supply copies of such documents to any Holder or prospective Holder or other Person at the Company's cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such GuarantorPerson's financial statements in any filing or delivery pursuant to this Indenturehereto. In addition, For so long as any of the Securities remain outstanding, the Company will make available and the Subsidiary Guarantors shall furnish to any the Holders and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4144(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 or until such time as the Holders of the Securities have disposed of such Securities pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. Whether For so long as the Securities are outstanding, whether or not the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the 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, 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 the Company and such Guarantor or the Guarantors would have been required to file with the Commission pursuant to Sections such Section 13(a) or 15(d) or any successor provision thereto if the Company or such Guarantor the Guarantors were so subject, such documents to be filed with the Commission on or prior to the date respective dates (the "Required Filing DateDates") by which the Company and such Guarantor or the Guarantors would have been required so to file such documents if the Company and such Guarantor or the Guarantors were so subject. The Company and any Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will 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 the Company and such Guarantor would have been or the Guarantors are required to file with the Commission pursuant to Sections 13(a) or 15(d) the preceding sentence, or, if such filing is not so permitted, information and data of the Exchange Act if the Company and such Guarantor were subject to either of such Sections a similar nature, and (yb) if if, notwithstanding the preceding sentence, filing such documents by the Company and such Guarantor 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 cost. If any Guarantor's financial statements would be required to be included in the financial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's financial statements in any filing or delivery pursuant to this IndentureSecurities. In addition, for so long as any of the Securities remain outstanding, the Company will make available and the Guarantors shall furnish to any prospective purchaser the Holders of Securities or beneficial owner of Securities in connection with any sale thereof 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, until such time as and, to any beneficial holder of Securities, if not obtainable from the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders Commission, information of the Securities have disposed of such Securities type that would be filed with the Commission pursuant to an effective registration statement under the Securities Actforegoing provisions, upon the request of any such holder.