Common use of Rule 144 and Rule 144A Clause in Contracts

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (iA) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiB) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iiiC) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as To the extent the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so . To the extent the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) to prospective purchasers as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 Act, Securities Act and take such further action as any Holder of Registrable Securities may reasonably request and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Subsidiary Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants and the Subsidiary Guarantors covenant that it they will file all and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Company and the Subsidiary Guarantors cease to be so required to file and furnish such reports, it the Company and Subsidiary Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities Transfer Restricted Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Transfer Restricted Notes may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Notes, the Company and the Subsidiary Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities Notes, (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Operating Partnership is subject to the reporting requirements of Section 13 or Section 15 of the 1934 Act, the Company Operating Partnership covenants that it will shall file all the reports required to be filed by it under the 1933 Act and Section 13(a) or Section 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Operating Partnership ceases to be so required to file such reports, the Operating Partnership covenants that it will shall upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it shall take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will Operating Partnership shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so So long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActAct and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, thereunder and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 XxxSecurities Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities Notes or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 XxxSecurities Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zC) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Guarantor covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Guarantor ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Equity or Common Equity Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; PROVIDED, HOWEVER, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Act, Securities Act and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Issuer ceases to be so required to file such reports, the Issuer covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer agrees to comply with the information obligations to the extent that they are required by applicable law or regulation.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or Section 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or Section 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, including without limitation, limitation the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule rule may be amended from time to time, (yB) Rule 144A under the 1933 Act, as such Rule rule may be amended from time to time, or (zC) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company Issuer covenants that it will file all the reports required to be filed by it them under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yb) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (zc) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder or beneficial owner of Registrable Securities, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in under the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For If and for so long as the Company is Co-Issuers and the Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Co-Issuers and the Guarantors covenant that it they will file all and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Co-Issuers and the Guarantors cease to be so required to file and furnish such reports, it the Co-Issuers and Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities Transfer Restricted Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Transfer Restricted Notes may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Notes, the Company Co-Issuers and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under the Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will will, upon the request of any Holder or beneficial owner of Registrable Securities Securities, (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (zC) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as or the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and Act. If the rules and regulations adopted by the SEC thereunder, that if it Company ceases to be so required subject to file such reportsthe reporting requirements of Section 13 or 15 of the 1934 Act, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities the Standby Purchaser (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as the Standby Purchaser may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder the Standby Purchaser to sell its Registrable Securities Shares without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securitiesthe Standby Purchaser, the Company will deliver to such Holder the Standby Purchaser a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request in writing, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the The Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder in a timely manner and, that if it ceases to be so at any time the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Securities, make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 14 19 144A under the 1933 Securities Act, and (iii) . The Company further covenants that it will take such further action that is reasonable in the circumstancesas any Holder of Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (zb) any similar rules rule or regulations regulation hereafter adopted by the SECSEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. For so long as the The Company is subject covenants to the reporting requirements holders of Section 13 or 15 of Registrable Securities that to the 1934 extent it shall be required to do so under the Exchange Act, the Company covenants that it will shall timely file all the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13(a) or 13 and 15(d) of the 1934 Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the SEC Commission thereunder, that and if it ceases to be so at any time the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner holder of Registrable Securities (i) Securities, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) so long as is necessary to permit sales of their securities pursuant to Rule Rules 144 under the 1933 Act, (ii) deliver or cause and 144A. The Company further covenants to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstancesas any holder of Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation limitations of the exemptions exemption provided by (x) Rule Rules 144 and 144A under the 1933 ActSecurities Act (including the requirements of Rule 144A(d)(4)), as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (z) any similar rules or regulations success or rule or regulation hereafter adopted by the SECCommission. The Company will provide a copy of this Agreement to prospective purchasers of the Registrable Securities identified to the Company by the Purchasers upon request. Upon the request of any Holder or beneficial owner holder of Registrable SecuritiesSecurities in connection with that holder's sale pursuant to Rules 144 and 144A, the Company will shall deliver to such Holder holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Parent is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Parent covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Parent ceases to be so required to file such reports, the Parent covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Parent will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company shall not be subject to the requirements of this Section 5.1, provided, that, it obtains no-action relief from the SEC regarding its reporting requirements under Section 13 or 15 of the 0000 Xxx and under the 1933 Act.

Rule 144 and Rule 144A. For The Company agrees that, for so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that thereunder and if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long Until the earliest of (i) the completion ---------------------- of the Exchange Offer, (ii) two years following the Closing Date (or such shorter period as may be specified in Rule 144(k) as then amended) and (iii) the Company is subject date when all Registrable Securities have been sold pursuant to the reporting requirements of Section 13 Subject Registration Statement or 15 of the 1934 Actare no longer Registrable Securities, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunderthereunder for so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, that and if it the Company ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (zC) any similar rules or regulations hereafter adopted by the SECSEC (provided that the obligations of the Company under any such similar rules or regulations shall not be more burdensome in any substantial respect than those referred to in clauses (A) or (B)). Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Guarantor covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Guarantor will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Certificates (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Certificates may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesCertificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company Issuer covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Issuer ceases to be so required to file such reports, the Issuer covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer agrees to comply with the information obligations to the extent that they are required by applicable law or regulation.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities Notes or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the The Company covenants that it will file all the reports required to be filed by it reporting Persons under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if whether or not it ceases is required to be so required report. If the Company is not permitted to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company Issuer covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x1) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (y2) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (z3) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder or beneficial owner of Registrable Securities, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company American Standard Companies Inc. is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company American Standard Companies Inc. covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee of Registrable Securities designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act144, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company American Standard Companies Inc. will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 6(a) shall be deemed to require the Company to register any of its securities pursuant to the 1934 Act.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (iA) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iiB) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) to prospective purchasers as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 Act, Securities Act and (iiiC) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or Parent is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants and Parent covenant that it they will file all the reports required to be filed by it them under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company or Parent ceases to be so required to file such reports, it the Company and Parent covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company or Parent, as the case may be, will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company or Parent to register any of its securities (other than the Common Stock) under the 1934 Act.

Rule 144 and Rule 144A. For so long as the the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct to the extent required by the securities laws, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 1933 Xxx) as xx is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1933 Xxx) as xx is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.. B.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities Securities, (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule rule may be amended from time to time, (yB) Rule 144A under the 1933 Act, as such Rule rule may be amended from time to time, or (zC) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Operating Partnership is ---------------------- subject to the reporting requirements of Section Sections 13 or 15 of the 1934 Act, the Company Operating Partnership covenants that it will file all the reports required to be filed by it under Section the 1933 Act and Sections 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Operating Partnership ceases to be so required to file such reports, the Operating Partnership covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Operating Partnership will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Ordinary Shares or Share Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended ("Rule 144")) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended ("Rule 144A"), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Parent is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Parent covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Parent ceases to be so required to file such reports, the Parent covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Parent will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company shall not be subject to the requirements of this Section 5.1, provided, that, it obtains no-action relief from the SEC regarding its reporting requirements under Section 13 or 15 of the 1934 Act and under the 1933 Act.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and it will take such further action as any Holder of Registrable Notes may reasonably request and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 XxxSecurities Act) as is necessary to permit sales pursuant to in accordance with Rule 144 under the 1933 Securities Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 XxxSecurities Act) as is necessary to permit sales pursuant to in accordance with Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d15(e) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit pen-nit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Series D Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yb) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zc) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any securities under the Exchange Act.

Rule 144 and Rule 144A. For so long as the Company News Corporation is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company News Corporation covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it . If News Corporation ceases to be so required to file such reports, News Corporation covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available deliver to a prospective purchaser such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiib) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require News Corporation to register any of its securities under the Exchange Act. Upon the reasonable request of any Holder or beneficial owner of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company's obligations under this Section 5.1 shall terminate upon the consummation of the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For During any period that the Securities or Registrable Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the 1933 Act, for so long as each of the Company and the Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, each of the Company and the Issuer covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it is not subject to such reporting requirements or ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Issuer and the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Guarantor covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Guarantor ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer agrees to comply with the information obligations to the extent that it is required by applicable law or regulations .

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC; provided, however, that any legal fees and expenses incurred by the Company in connection with the issuance by counsel to the Company of a legal opinion or opinions relating to the obligations set forth in this Section 6(a) shall be borne solely by the applicable Holder or beneficial owner. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will use commercially reasonable efforts to file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities use commercially reasonable efforts to (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding any provision in this Section 5.1 to the contrary, nothing in this Agreement shall be deemed to require the Company to register any of its securities (other than the Common Stock) under the 1934 Act.

Rule 144 and Rule 144A. For so long as the Company Parent Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Parent Guarantor covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Parent Guarantor ceases to be so required to file such reports, the Parent Guarantor covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company Parent Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer and the Subsidiary Guarantors agree to comply with the information obligations to the extent they are required by applicable law or regulation.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, thereunder and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the ------------- ---------------------- Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Shares (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Shares may reasonably request in writing, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Shares without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesShares, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Operating Partnership is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Operating Partnership covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Operating Partnership ceases to be so required to file such reports, the Operating Partnership covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Operating Partnership will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For The Parent covenants that (i) so long as the Company is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Company covenants that it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Parent is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 144, (B) Rule 144A, (C) Regulation S under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, Securities Act or (zD) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Parent will promptly deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Guarantor covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Guarantor ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer agrees to comply with the information obligations set forth above to the extent that it is required by applicable law or regulations.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it them under Section 13(a) 13 or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder; provided however, that if it the Company ceases to be so required to file such reports, it the Company will upon the reasonable request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 ActAct (and, if at any time any Note Issuer becomes subject to such requirements (the "Reporting Note Issuer"), for so long as it is a Reporting Note Issuer), the Company Guarantor (and any Reporting Note Issuer) covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Guarantor (and any Reporting Note Issuer) will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SECSEC (provided that the obligations of the Company under any such similar rules or regulations shall not be more burdensome in any substantial respect than those referred to in clauses (x) or (y)). Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Preferred Stock (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Preferred Stock may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Preferred Stock without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesPreferred Stock, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is ceases to be subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it Guarantor will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For (a) During the Effectiveness Period, for so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) 13 or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If during the Effectiveness Period the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, as such Rule may be amended from time to time, and it will take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon During the Effectiveness Period, upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 xxx 0000 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 xxx 0003 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will use its reasonable best efforts to file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and Act. For so long as any Registrable Securities remain outstanding, if the rules and regulations adopted by the SEC thereunder, that if it Company ceases to be so required subject to file such reportsthe reporting requirements of Section 13 or 15 of the 1934 Act, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act144, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Actand it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in under the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act144, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act144A, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon For so long as any Registrable Securities remain outstanding, upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or FTL-Cayman is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants and FTL-Cayman each covenant that it will file all the reports required to be filed by it either of them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company or FTL-Cayman ceases to be so required to file such reports, the Company and FTL-Cayman each covenant that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales of Registrable Securities pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales of Registrable Securities pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and FTL-Cayman will deliver to such Holder a written statement as to whether it has the Company and FTL-Cayman have complied with such requirements.

Rule 144 and Rule 144A. For so long as ------------- ---------------------- the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, . The Company further covenants that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes that are restricted securities within the meaning of Rule 144 and are not saleable in full under paragraph (k) of Rule 144 (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 txx 0000 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx1933 Act) as is necessary to permit xxrmit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and Act. For so long as any Registrable Securities remain outstanding, if the rules and regulations adopted by the SEC thereunder, that if it Company ceases to be so required subject to file such reportsthe reporting requirements of Section 13 or 15 of the 1934 Act, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act144, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Actand it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act144, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act144A, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon For so long as any Registrable Securities remain outstanding, upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the ------------- ---------------------- Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and it will take such further action as any Holder of Registrable Notes may reasonably request and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 1993 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 1930 Xxx) as xs is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 1930 Xxx) as xs is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 txx 0000 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 xxx 0000 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will use its commercially reasonable efforts to file all in a timely manner the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 or, if the rules and regulations adopted by the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Stockholder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerStockholder under Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Stockholder may reasonably request, in each case all to the extent required from time to time to enable such Holder Stockholder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner Stockholder of Registrable Securities, the Company will deliver to such Holder Stockholder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities New Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable New Notes may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities New Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNew Notes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is not subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will upon the request of any Holder of Registrable Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Notes, the Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer agrees to comply with the information obligations to the extent that they are required by applicable law or regulation. If the Issuer becomes subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Issuer covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if unless it ceases to be so required to file such reports, in which case it will upon comply with the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable covenants in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirementsimmediately preceding paragraph.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of ​ Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActAct and any Registrable Securities remain outstanding, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 xxx 0003 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 undex xxx 0033 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC; provided, however, that any legal fees and expenses incurred by the Company in connection with the issuance by counsel to the Company of a legal opinion or opinions relating to the obligates set forth in this Section 6(a) shall be borne solely by the applicable Holder or beneficial owner). Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such farther action as any Holder of Registrable Notes may reasonably request, and (iii) take such further farther action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the 0000 Xxx) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in under the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.