Common use of Rule 144A Clause in Contracts

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Actoutstanding, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which outstanding, if the Company is not subject required to Section 13 or 15(d) of file reports under the Exchange Act (and the Initial Securities Exchange Actare deemed Transfer Restricted Securities), to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company and each Subsidiary Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company or such Subsidiary Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any of the Debentures or shares of Common Stock that are Transfer Restricted Securities remain outstanding and during any such period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder Initial Purchaser or any beneficial owner of Transfer Restricted Securities the Debentures or shares of such Common Stock in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by Debentures or Common Stock from such Holder Initial Purchaser or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The In the event the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company and each of the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Actoutstanding, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

Rule 144A. The Company and each Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company and Parent Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company or Parent Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company and each Guarantor hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

Rule 144A. The Unless subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Actoutstanding, to use its commercially reasonable efforts to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company and the Guarantors hereby agrees agree with each Holder, for so long as that, at any Transfer Restricted Securities remain outstanding and during any period in which time when the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of Act and for so long as any Holder of Transfer Restricted SecuritiesSecurities remain outstanding, they shall make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any of the Notes or shares of Common Stock that are Transfer Restricted Securities remain outstanding and during any such period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder Initial Purchaser or any beneficial owner of Transfer Restricted Securities the Notes or shares of such Common Stock in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by Notes or Common Stock from such Holder Initial Purchaser or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company and the Guarantor hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or the Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of under the Securities Exchange ActAct or exempt therefrom pursuant to Rule 12g3-2(b) thereunder, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser purchaser, upon their request, of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company and each Guarantor hereby agrees with each Holder, undertake for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof thereof, and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange ActAct of 1934, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company and the Guarantors hereby agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4l44A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company Issuers hereby agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company either Issuer is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company and each Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any of the Shares or shares of Common Stock that are Transfer Restricted Securities remain outstanding and during any such period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder Initial Purchaser or any beneficial owner of Transfer Restricted Securities the Shares or shares of such Common Stock in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by Shares or Common Stock from such Holder Initial Purchaser or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees and each Guarantor agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company and each Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange Act, Act within the two-year period following the Closing Date to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company Issuers hereby agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is Issuers are not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby XX Xxxxxxxx xxxeby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company AP Holdings is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company Each of the Issuers hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which each of the Company is Issuers are not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby.

Rule 144A. The Company Issuer hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company Issuer is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any of the Shares or shares of Common Stock that are Transfer Restricted Securities remain outstanding and during any such period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder Initial Purchaser or any beneficial owner of Transfer Restricted Securities the Shares or shares of such Common Stock in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by Shares or Common Stock from such Holder Initial Purchaser or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order -- to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company Companies and each Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company Companies or such Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company Each of the Issuers hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Actoutstanding, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial ownerowner at a time when FMC-KGaA is not subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company Each of the Issuers and the Guarantors hereby agrees with each Holder, if any time during the period of one year from the date of this Agreement the Company is not subject to the information requirements of the Exchange Act, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Actoutstanding, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information in- formation required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company and each Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities,, during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company Each of the Issuers and the Guarantors hereby agrees with each Holder, if any time during the period of one year from the date of this Agreement the Company is not subject to the information requirements of the Exchange Act, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Actoutstanding, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company hereby agrees with each Holder, ---------- for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange ActAct of 1934, to make availableavailable within a reasonable period of time, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company and each Guarantor hereby agrees with each Holder, for so long as any Holder of Transfer Restricted Securities remain outstanding and Securities, during any period in which the Company or such Guarantor is not subject to Section 13 or 15(d) of the Securities Exchange ActAct within the two-year period following the Closing Date, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities or any Holder upon its request, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The If the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Actoutstanding, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, --------- for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted SecuritiesHolder, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not 19 subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Company hereby agrees with each Holder, for so long as any of the Notes or shares of Common Stock that are Transfer Restricted Securities remain outstanding and during any such period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of available to the Initial Purchasers or any Holder of Transfer Restricted Securities, to any Holder or beneficial owner of Transfer Restricted Securities the Notes or shares of such Common Stock in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by Notes or Common Stock from such Holder Initial Purchaser or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

Rule 144A. The Each of the Company and the Subsidiary Guarantors hereby agrees agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.144A under the Securities Act.

Rule 144A. The Company hereby agrees with each HolderHolder of Transfer Restricted Securities, for so long as during any period prior to the date no Transfer Restricted Securities remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities, available to any Holder or beneficial owner of Transfer Restricted Securities Securities, in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.