Common use of Provision of Financial Statements Clause in Contracts

Provision of Financial Statements. (a) Whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor (only to the extent such Guarantor is required under Section 13(a) or 15(d) of the Exchange Act) will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject subject. The Company and any Guarantor (only to the “Required Filing Dates”); provided, however, that if Parent extent such Guarantor is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to under Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall Exchange Act) will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders of the Securities have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 120th calendar day following the Merger Date, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it the Company were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which the Company would have been required so to file such documents if the Company were so subject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Initial Securities remain outstanding, the Company shall will make available to any prospective purchaser of Initial Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4144(d)(4) under the Securities Act so long Act, until such time as the Company has either exchanged the Initial Securities for Exchange Securities or until such time as the holders thereof have disposed of such Initial Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether So long as the Notes are outstanding, whether or not Parent the Corporation is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallor any successor provision thereto, the Corporation will, to the extent permitted under the Exchange Actby Commission practice and applicable law and regulations, file with the Commission the annual reports, quarterly reports and other documents which Parent the Corporation would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) ), or any successor provision thereto, if Parent the Corporation were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Dates") by which Parent the Corporation would have been required so to file such documents if Parent the Corporation were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Corporation will also in any event (x) within 15 days of each Required Filing Date Date, whether or not permitted or required to be filed with the Commission, (i) transmit or cause to be transmitted by mail to all Holders, as their names and addresses appear in Holders of the Security Register, without cost to such Holders Notes and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent the Corporation would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act Act, or any successor provision thereto, if Parent the Corporation were subject to either of such Sections and (y) if Parent’s filing such documents by the Corporation with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s Corporation's cost. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities Notes remain outstanding, the Company shall make available Corporation will furnish to any the Holders of Notes and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as Act, and, to any beneficial Holder of Notes, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions, upon the request of any such Securities are not freely transferable under Holder. If any Subsidiaries' financial statements would be required to be included in the Securities financial statements filed or delivered pursuant hereto if the Corporation were subject to Section 13(a) or 15(d) of the Exchange Act, the Corporation shall include such Subsidiaries' financial statements in any filing or delivery pursuant hereto.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 150th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor (to the extent such Guarantor would be required if subject to Section 13(a) or 15(d) of the Exchange Act) will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders of Securities have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will prepare and, to unless the extent permitted under the Exchange ActCommission will not accept such filing, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission Commission, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants, on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “"Required Filing Dates”); provided, however, that if Parent is not permitted ") by which the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with such documents if the Commission pursuant to Section 13(a) or 15(d) if it Company were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, and to such other Persons as may reasonably request, without cost to such Holders or other Persons and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company has filed with the Commission or would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections Section and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and deliveryany Holder or prospective Holder, supply copies of such documents to any Holder or prospective Holder or other Person at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed to have furnished include such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly availablePerson's financial statements in any filing or delivery pursuant hereto. So For so long as any of the Securities remain outstanding, the Company and the Subsidiary Guarantors shall make available furnish to any the Holders and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4144(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent Centennial is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallso long as any Securities are outstanding, Centennial will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which Centennial would have been required so to file such documents if it were so subject. Parent shall Centennial will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent Centennial were subject to either of such Sections and (y) if Parent’s filing such documents by Centennial with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder purchaser of Securities at the Company’s Centennial's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall Centennial will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Issuers have either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether So long as the Securities are Outstanding, whether or not Parent is subject to Section 13(a) or 15(d) the Company has a class of the Exchange Act, Parent shall, to the extent permitted securities registered under the Exchange Act, the Company and the Guarantors shall furnish without cost to each Holder of Securities and file with the Trustee and the Commission within the time periods specified in the Commission's rules and regulations: (i) annual reports, quarterly reports and other documents which Parent would have been on Form 20-F or 40-F (or any 121 successor form) containing the information required to file be contained therein (or required in such successor form), including audited year-end consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) prepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); (ii) reports on Form 6-K (or any successor form) containing substantially the Commission pursuant same information required to be contained in Form 10-Q (or required in such Sections 13(asuccessor form), including unaudited quarterly Consolidated financial statements (including a balance sheet, income statement and statement of changes of cash flow) or 15(dprepared in accordance with GAAP consistently applied (reconciled to United States generally accepted accounting principles); and (iii) if Parent were so subjectpromptly from time to time after the occurrence of an event required to be therein reported, such documents other reports on Form 6-K (or any successor form) containing substantially the same information required to be filed with the Commission on contained in Form 8-K (or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”in any successor form); providedPROVIDED, howeverHOWEVER, that if Parent is the Company and the Guarantors will not permitted by the Commission be obligated to file such reports with the Commission, Parent shall post Commission prior to the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) effectiveness of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with Offer Registration Statement or the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies Shelf Registration Statement. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any prospective Holder at information contained therein or determinable from information contained therein, including the Company’s cost's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 150th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed to have furnished include such reports referred to above Guarantor's financial statements in any filing or delivery pursuant to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data GatheringIndenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 120th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission SEC the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission SEC on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether For so long as the Securities are outstanding, whether or not Parent the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallor any successor provision thereto, to the extent permitted under Company and the Exchange Act, Guarantors shall file with the Commission (if permitted by Commission practice and applicable law and regulations) the annual reports, quarterly reports and other documents which Parent the Company or the Guarantors would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) or any successor provision thereto if Parent the Company or the Guarantors were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company or the Guarantors would have been required so to file such documents if Parent the Company or the Guarantors were so subject (subject. The Company and the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent Guarantors shall also in any event (xa) within 15 days of after each Required Filing Date (whether or not permitted or required to be filed with the Commission) (i) transmit (or cause to be transmitted) by mail to all HoldersHolders of Securities, as their names and addresses appear in the Security Register, without cost to such Holders Holders, and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent would have been the Company or the Guarantors are required to file with the Commission pursuant to Section 13(a) or 15(d) the preceding sentence, or, if such filing is not so permitted, information and data of the Exchange Act if Parent were subject to such Sections a similar nature, and (yb) if Parent’s if, notwithstanding the preceding sentence, filing such documents by the Company and the Guarantors with the Commission is not permitted under the Exchange Actby Commission practice or applicable law or regulations, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s costof Securities. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities remain outstanding, the Company and the Guarantors shall make available furnish to any prospective purchaser the Holders of Securities or beneficial owner of Securities in connection with any sale of Securities and to securities analysts and prospective investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as Act, and, to any beneficial holder of Securities, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions, upon the request of any such Securities are not freely transferable under the Securities Actholder.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent but solely to the extent permitted by the Trust Indenture Act, if the Company merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to a direct or indirect Wholly-Owned Subsidiary of the Company in a transaction or series of transactions in which such Subsidiary assumes all or substantially all of the Indebtedness of the Company (other than the Securities) and the Company remains the obligor on the Securities, and as a result of such transactions the Company and this Wholly-Owned Subsidiary are permitted by the rules and regulations of the Commission with respect to these Securities to file and/or submit periodic reports collectively on behalf of the consolidated Company, then in such event the Company shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports comply with the Commission via filing requirement contained in this Section 1008(a) to the Commission’s Electronic Data Gathering, Analysis, extent the filings by the Company together with such Wholly-Owned Subsidiary comply with the rules and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any regulations of the Securities remain outstandingCommission with respect to these Securities. Notwithstanding the foregoing, nothing in this paragraph shall be deemed to relieve the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) its obligations under the Securities Act so long as such Securities are not freely transferable under the Securities Trust Indenture Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it the Company were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the “Required Filing Date”) by which the Company would have been required so to file such documents if the Company were so subject. Parent shall The Company will also in any event (xa) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (yb) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s cost. Notwithstanding If any Guarantor’s financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor’s financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. Any document or report that the Company files with the SEC via the Commission’s XXXXX system shall be deemed to be filed with the Trustee and mailed to all Holders for purposes of this Section 10.18 at the time such documents are filed via the XXXXX system.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallso long as any Securities are outstanding, the Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which the Company would have been required so to file such documents if it were so subject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (whether or not prior to the 120th calendar day following the Merger Date) (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder purchaser of Securities at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act. The Company will be deemed to have satisfied the requirements set forth above if (a) Centennial prepares, files, mails and supplies reports and other documents prepared on a consolidated basis of the types required above, in each case within the applicable time periods, (b) 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. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 165th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (whether or not the Exchange Offer has occurred or 165 days have passed since the issuance of the Securities) (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery118 request, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoing, Parent shall be deemed to have furnished such reports referred to above financial statements filed or delivered pursuant to the Holders Indenture if it has filed the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such reports with Guarantor's financial statements in any filing or delivery pursuant to the Commission via the Commission’s Electronic Data GatheringIndenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and such Guarantor will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) if Parent the Company and such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file subject. The Company and such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall Guarantor will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's and such Guarantor's cost. Notwithstanding If any Guarantor's or other Subsidiaries' financial statements would be required to be included in the foregoing, Parent shall be deemed financial statements filed or delivered pursuant 126 139 hereto if the Company were subject to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXXSection 13(a) and such reports are publicly available. So long as any or 15(d) of the Securities remain outstandingExchange Act, the Company shall make available to include such Guarantor's or other Subsidiaries' financial statements in any prospective purchaser of Securities filing or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Actdelivery pursuant hereto.

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

Provision of Financial Statements. (a) Whether or not Parent is subject Although no financial statements were historically prepared for the Business on a stand-alone basis, Seller has commenced the preparation of, and shall use commercially reasonable efforts promptly to Section 13(a) or 15(d) provide to Buyer, balance sheets and income and cash flow statements for the Business as of and for the years ended December 31 of each of 2004, 2005 and 2006 and as of the Exchange Act, Parent shall, last day of and for such interim periods as Buyer shall require in order to assure that the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports Proxy Statement and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents any Current Report on Form 8-K to be filed by Buyer with the Securities and Exchange Commission on or (the "SEC") prior to the respective dates by which Parent would have been required so Closing Date complies with all applicable requirements of the SEC relating to file such documents if Parent were so subject the financial statements of the Business (the “Required Filing Dates”"Carve-Out Financial Statements"); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent Seller shall also in any event (x) within 15 days of each Required Filing Date use commercially reasonable efforts to 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 Parent would have been required amount shall be offset against or added to file with the Commission pursuant to Section 13(a) or 15(d) amount of the Exchange Act if Parent were subject Net Working Capital Adjustment payable under Section 2.4.2. In addition, not later than the 15th day of each calendar month following the execution of this Agreement, Seller shall furnish to such Sections Buyer a profit and (y) if Parent’s filing such documents with loss statement for the Commission is not permitted under Business for the Exchange Actpreceding calendar month, promptly upon written request and payment of in the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required form customarily prepared by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities ActSeller.

Provision of Financial Statements. (a) Whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent were subject to such Sections and (y) if Parent’s filing such documents with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply 128 copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports subject. The Company and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent shall any Guarantor will also in any event (xa) within 15 days of each Required Filing Date (i1) transmit by mail to all Holdersholders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii2) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (yb) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding If any Guarantor's or secured party's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer or the effectiveness of a Registration Statement relating to the Securities and the 120th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstandingoutstanding and the Company is not subject to Sections 13(a) or 15(d) of the Exchange Act, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether After the earlier to occur of the consummation of the Exchange Offer and the 150th calendar day following the date of original issue of the Securities, whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed to have furnished include such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly availableGuarantor's financial statements in any filing or delivery pursuant hereto. So long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4144A(d) (4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company and each Guarantor (to the extent such Guarantor would be required if subject to Section 13(a) or 15(d) of the Exchange Act) will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company or such Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the “Required Filing Date”) by which Parent the Company and such Guarantor would have been required so to file such documents if Parent the Company and such Guarantor were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company and such Guarantor would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company and such Guarantor were subject to either of such Sections and (y) if Parent’s filing such documents by the Company and such Guarantor with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding If any Guarantor’s financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor’s financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

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

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

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding If any Guarantor's financial statements would be required to be included in the foregoingfinancial statements filed or delivered pursuant to this Indenture if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall be deemed include such Guarantor's financial statements in any filing or delivery pursuant to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gatheringthis Indenture. In addition, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So so long as any of the Securities remain outstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent but solely to the extent permitted by the Trust Indenture Act, if the Company merges or consolidates with or sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its assets to a direct or indirect Wholly-Owned Subsidiary of the Company in a transaction or series of transactions in which such Subsidiary assumes all or substantially all of the Indebtedness of the Company (other than the Securities) and the Company remains the obligor on the Securities, and as a result of such transactions the Company and this Wholly-Owned Subsidiary are permitted by the rules and regulations of the Commission to file and/or submit periodic reports collectively on behalf of the consolidated Company, then in such event the Company shall be deemed to have furnished such reports referred to above comply with this Section 1008(a) to the Holders if it has filed extent the filings by the Company together with such reports Wholly-Owned Subsidiary comply with the Commission via rules and regulations of the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent the Company is not permitted by subject to Section 13(a) or 15(d) of the Exchange Act, it shall not be required to file with the Commission such documents to file the extent it posts such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent The Company shall also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections and (y) if Parent’s filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. Notwithstanding the foregoing, Parent the Company shall be deemed to have furnished such reports referred to above to the Holders if (A) it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available or (B) it is not subject to Sections 13(a) or 15(d) of the Exchange Act and it has posted such reports on its website and such reports are publicly available. 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 issue a press release to the appropriate wire services announcing the time, date and access details of such 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 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 109 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 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. So long as any of the Securities remain outstandingOutstanding, the Company Issuer shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information required by Rule 144A(d)(4) under the Securities Act so long as such Securities are not freely transferable under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent the Company shall, to the extent permitted under the Exchange Act, file with the Commission SEC the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to such Sections Section 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission SEC on or prior to the respective dates date (the "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder holder at the Company’s 's cost. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities remain outstanding, the Company shall make available furnish to any the Holders and to securities analysts and prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long Act. The Company shall also comply with the provisions of TIA Section 314(a). Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to Section 314(a) of the Trust Indenture Act, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only and the 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 such Securities are not freely transferable under to which the Securities ActTrustee is entitled to rely exclusively on Officers' Certificates).

Provision of Financial Statements. (a) Whether or not Parent Centennial is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallso long as any Securities are outstanding, Centennial will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent were so subject, such documents to be filed with the Commission on or prior to the respective dates by which Parent would have been required so to file such documents if Parent were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject subject, such documents to be filed with the Commission on its website accessible or prior to each Holder of Securities by the applicable date (the "Required Filing Date") by which Centennial would have been required to file such documents if it were so subject. Parent shall Centennial will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Registersecurity register, without cost to such Holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent Centennial would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act as if Parent Centennial were subject to either of such Sections and (y) if Parent’s filing such documents by Centennial with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder purchaser of Securities at the Company’s Centennial's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall Centennial will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Issuers have either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports reports, information and other documents which Parent the Company would have been required to file with the Commission pursuant to such Sections 13(a) or 15(d) if Parent the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that subject. The Company will be deemed to have satisfied such requirements if Parent files and provides reports, information and documents of the types otherwise so required within the applicable time periods and the Company is not permitted by the Commission required to file such reports with the Commission, Parent shall post the annual reports, quarterly reports documents and other documents that it would have been required to file with information separately under the applicable rules and regulations of the Commission pursuant (after giving effect to Section 13(aany exemptive relief) because of the filings made by Parent as long as Parent's quarterly and annual reports contain (x) separate audited annual and unaudited quarterly, as the case may be, consolidated financial statements for the Company and its Subsidiaries or 15(d(y) if it were so subject on consolidating financial information which includes separate audited annual and unaudited quarterly, as the case may be, condensed consolidated financial information for the Company and its website accessible to each Holder of Securities by the applicable Required Filing DateSubsidiaries. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders Holders, and (ii) file with the Trustee copies of the annual reports, quarterly reports reports, information and other documents which Parent the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to such Sections (unless such documents are filed by Parent as provided above and such documents are then so mailed to the Holders and filed with the Trustee), (y) if Parent’s filing such documents by the Company (or Parent, as the case may be) with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost, and (z) otherwise comply with Section 3.14(a) of the Trust Indenture Act. Notwithstanding In addition, if the foregoingCompany has any Unrestricted Subsidiary at such time, Parent it shall be deemed to have furnished such reports referred to above also file with the Trustee, and provide to the Holders if it has filed such reports with Holders, on the Commission via the Commission’s Electronic Data Gatheringsame quarterly basis, Analysis, all quarterly and Retrieval Filing System annual financial statements (XXXXXwhich statements may be unaudited) and such reports are publicly available. So long as any of the Securities remain outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities the information would be required by Rule 144A(d)(4) under the Securities Act so long as Forms 10-Q and 10-K if such Securities are Subsidiary were not freely transferable under the Securities Actan Unrestricted Subsidiaries.

Provision of Financial Statements. (a) Whether For so long as the --------------------------------- Securities are outstanding, whether or not Parent the Company or any Guarantor is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallor any successor provision thereto, to the extent permitted under Company and the Exchange Act, Guarantors shall file with the Commission (if permitted by Commission practice and applicable law and regulations) the annual reports, quarterly reports and other documents which Parent the Company or the Guarantors would have been required to file with the Commission pursuant to such Sections Section 13(a) or 15(d) or any successor provision thereto if Parent the Company or the Guarantors were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which Parent the Company or the Guarantors would have been required so to file such documents if Parent the Company or the Guarantors were so subject (subject. The Company and the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Date. Parent Guarantors shall also in any event (xa) within 15 days of after each Required Filing Date (whether or not permitted or required to be filed with the Commission) (i) transmit (or cause to be transmitted) by mail to all HoldersHolders of Securities, as their names and addresses appear in the Security Register, without cost to such Holders Holders, and (ii) file with the Trustee Trustee, copies of the annual reports, quarterly reports and other documents which Parent would have been the Company or the Guarantors are required to file with the Commission pursuant to Section 13(a) or 15(d) the preceding sentence, or, if such filing is not so permitted, information and data of the Exchange Act if Parent were subject to such Sections a similar nature, and (yb) if Parent’s if, notwithstanding the preceding sentence, filing such documents by the Company and the Guarantors with the Commission is not permitted under the Exchange Actby Commission practice or applicable law or regulations, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s costof Securities. Notwithstanding the foregoingIn addition, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So for so long as any of the Securities remain outstanding, the Company and the Guarantors shall make available furnish to any prospective purchaser the Holders of Securities or beneficial owner of Securities in connection with any sale of Securities and to securities analysts and prospective investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as Act, and, to any beneficial holder of Securities, if not obtainable from the Commission, information of the type that would be filed with the Commission pursuant to the foregoing provisions, upon the request of any such Securities are not freely transferable under the Securities Actholder.

Provision of Financial Statements. (a) Whether or not Parent the Company is subject to Section 13(a) or 15(d) of the Exchange Act, Parent shallthe Company will, to the extent permitted under the Exchange Act, file with the Commission SEC the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to such Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were so subject, such documents to be filed with the Commission SEC on or prior to the respective dates date (a "Required Filing Date") by which Parent the Company would have been required so to file such documents if Parent the Company were so subject (the “Required Filing Dates”); provided, however, that if Parent is not permitted by the Commission to file such reports with the Commission, Parent shall post the annual reports, quarterly reports and other documents that it would have been required to file with the Commission pursuant to Section 13(a) or 15(d) if it were so subject on its website accessible to each Holder of Securities by the applicable Required Filing Datesubject. Parent shall The Company will also in any event (x) within 15 days of each Required Filing Date occurring after the issuance of the Securities (i) transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders holders and (ii) file with the Trustee copies of the annual reports, quarterly reports and other documents which Parent the Company would have been required to file with the Commission SEC pursuant to Section Sections 13(a) or 15(d) of the Exchange Act if Parent the Company were subject to either of such Sections and (y) if Parent’s filing such documents by the Company with the Commission SEC is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s 's cost. Notwithstanding the foregoing, Parent shall be deemed to have furnished such reports referred to above to the Holders if it has filed such reports with the Commission via the Commission’s Electronic Data Gathering, Analysis, and Retrieval Filing System (XXXXX) and such reports are publicly available. So long as any of the Securities remain outstandingOutstanding, the Company shall will make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale of Securities thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Company has either exchanged the Securities for securities identical in all material respects which have been registered under the Securities Act so long or until such time as the Holders thereof have disposed of such Securities are not freely transferable pursuant to an effective registration statement under the Securities Act.