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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 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, 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 (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1993 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC.

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, 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 later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For 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 or furnish the reports required to be filed or furnished by it under the 1933 Act and Section 13(a) or 13 of 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 1993 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. During the Effectiveness Period, upon the request of any Holder 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) Purchaser deliver such information to a prospective purchaser such information as is necessary to permit sales pursuant to Rule 144A under the 1933 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, to the extent required from time to time to enable such Holder Purchaser to sell its Registrable 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 1993 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 Purchaser, the Company will deliver to such Purchaser 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder beneficial owner of Registrable Notes Debentures (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iia) deliver such information to a prospective purchaser such information as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder beneficial owner of Registrable Notes Debentures may reasonably request, and (iiib) 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 beneficial owner to sell its Registrable Notes Debentures 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 1993 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 beneficial owner of Debentures, the Company will deliver to such beneficial owner 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 Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Issuer covenants that it will upon the request of any Holder of Registrable Notes Transfer Restricted Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Transfer Restricted 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 Notes 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 1993 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 of Transfer Restricted Securities, the 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 15(d) of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 ceases to be so required to file or furnish such reports, it will upon the request of any Holder of Registrable Transfer Restricted Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Transfer Restricted Notes may reasonably request, 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 Transfer Restricted 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 1993 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 of Transfer Restricted 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 is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Senior Securities (i) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 Notes Senior 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 1993 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 of Registrable Senior 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 or furnish the reports required to be filed or furnished 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 ceases to be so required to file or furnish such reports, it will upon the request of any Holder of Registrable Transfer Restricted Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Transfer Restricted Notes may reasonably request, 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 Transfer Restricted 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 1993 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 of Transfer Restricted 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 is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants and the Guarantors covenant that it they will file or furnish the reports required to be filed or furnished 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 . If the Company ceases to be so required to file or furnish such reports, it the Company and the Guarantors covenant that they will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the Company and the Guarantors will deliver to such Holder a written statement as to whether 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 13(a) or 15 15(d) of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 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 Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file or furnish the reports required to be filed or furnished by it them under the 1933 Act and Section 13(a) or 15(dl5-(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Issuers cease to be so required to file or furnish such reports, it the Issuers covenant that they will upon the request of any Holder of Registrable Notes Transfer Restricted Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Notes Transfer Restricted 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 Notes 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 1993 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 of Transfer Restricted Securities, the Issuers will deliver to such Holder a written statement as to whether 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 15(d) of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 1993 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 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 5.2

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information 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 such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act Act, as such Rule may be amended from time to time, and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 1993 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 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 Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file or furnish the reports required to be filed or furnished 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 they cease to be so required to file or furnish such reports, it they will upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 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, 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 (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1993 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 of Registrable Notes, the Issuers will deliver to such Xxxxxx a written statement as to whether they have complied with such requirements.

Rule 144 and Rule 144A. For so long as Registrable Securities remain outstanding and the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will shall use its reasonable best efforts to file or furnish the reports required to be filed or furnished 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 or furnish such reports, it will the Company will, upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 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 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 or furnish the reports required to be filed or furnished by it under the 1933 Act and 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 rule may be amended from time to time, (yii) Rule 144A under the 1993 1933 Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. During the Effectiveness Period, upon the request of any Holder 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 ceases to be subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder or beneficial owner of Registrable Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the Securities 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 Notes or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information to a prospective purchaser (including, without limitation, the information specified in Rule 144A(d)(4) under the Securities Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestSecurities 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 Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) to the extent applicable, Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1993 Securities Act, as such Rule may be amended from time to time, or (zC) any similar rules or regulations hereafter adopted by the SEC.

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Certificates (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 Notes 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 1993 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 reasonable request of any Holder of Registrable Certificates, 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 Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file or furnish the reports required to be filed or furnished 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 Issuers cease to be so required to file or furnish such reports, it the Issuers covenant that they will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 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 Section 15 of the 1934 Act, the Company covenants that it will shall file or furnish the reports required to be filed or furnished 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 Company ceases to be so required to file or furnish such reports, the Company covenants that it will shall upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will shall take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the Company shall 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 or furnish the reports required to be filed or furnished 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 ceases to be so required to file or furnish such reports, it will upon the request of any Holder of Registrable Transfer Restricted Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Transfer Restricted Notes may reasonably request, 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 Transfer Restricted 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 1993 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 of Transfer Restricted 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 is Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file or furnish the reports required to be filed or furnished 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 they cease to be so required to file or furnish such reports, it they will upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 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, 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 (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1993 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 of Registrable Notes, the Issuers will deliver to such Holder a written statement as to whether 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (iA) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiB) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 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 or furnish the reports required to be filed or furnished 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 thereunderAct, that if it ceases to be so required to file or furnish such reports, it will upon the written request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they 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, 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 (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1993 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 of Registrable Notes, the Company will deliver to such Holder a written statement as to whether or not 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 shall file or furnish the reports required to be filed or furnished 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 or furnish such reports, it will shall upon the request of any Holder of Registrable Notes Certificates (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Certificates may reasonably request, 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 Notes 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 1993 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 of Registrable Certificates, the Company shall 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes (i) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 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, 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 (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1993 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 of Registrable 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 is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Debentures (i) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Debentures may reasonably request, 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 Notes Debentures 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 1993 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 of Registrable Debentures, 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 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 1993 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 of Registrable Notes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company 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 Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file or furnish the reports required to be filed or furnished 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 Issuers cease to be so required to file or furnish such reports, it the Issuers covenant that they will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the Issuers will deliver to such Holder a written statement as to whether 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any 158 Holder of Registrable New Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act 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, to the extent required from time to time to enable such Holder to sell its Registrable 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 1993 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 of Registrable New 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 is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 1993 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 of Registrable Securities, 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 5.1 shall be deemed to require the Company to register any of its securities (other than the Partnership Units) under 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 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, circumstances in each case, to the extent required from time to time to enable such Holder to sell its Registrable Notes 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 1993 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 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 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, 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 (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1993 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 of Registrable 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 is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 Commission thereunder, that if it . If the Company ceases to be so required to file or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 1993 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such reporting 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, 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 later of the consummation of the Exchange Offer and 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Senior Securities (i) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Senior Securities may reasonably request, 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 Notes Senior 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 1993 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 of Registrable Senior 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 Notes Securities without registration under the 1933 Act within the limitation of the exemptions 22 24 provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1993 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 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 Co-Issuers cease to the reporting requirements of Section 13 or 15 of be required to file reports under the 1934 Act, the Company covenants Co-Issuers covenant that it will file or furnish the reports required to be filed or furnished 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 thereunderthey will, that if it ceases to be so required to file or furnish such reports, it will upon the request of any Holder of Registrable Notes Securities: (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 ActAct if Rule 144 is applicable to a sale by such Holder, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 Notes 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 timetime if Rule 144 is applicable to the sale, (yii) Rule 144A under the 1993 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 of Registrable Securities, the Co-Issuers 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securi- ties, 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 shall file or furnish the reports required to be filed or furnished 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 ceases to be so required to file or furnish such reports, it will shall upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 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 1993 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 reasonable written request of any Holder of Registrable Notes, the Company shall 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC.

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 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 1993 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 of Registrable 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 subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file or furnish the reports required to be filed or furnished 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 . If the Issuer ceases to be so required to file or furnish such reports, the Issuer covenants that it will will, upon the request of any Holder of Registrable Notes Securities, (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Debentures (i) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Debentures may reasonably request, 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 Notes Debentures 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 1993 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 of Registrable Debentures, 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Preferred Stock (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiAct,(ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 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, to the extent required from time to time to enable such Holder to sell its Registrable Notes 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 1993 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 of Registrable Preferred 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 the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 144A under the 193'3 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, (y) Rule 144A under the 1993 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 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 Issuers cease to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will be required to file or furnish the reports required to be filed or furnished 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, the Issuers covenant that if it ceases to be so required to file or furnish such reports, it they will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 1993 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 written request of any Holder of Registrable Securities, the Issuers will deliver to such Holder a written statement as to whether they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 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 is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable 144A Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 144A 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 1993 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC.

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (iA) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiB) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 5.2.

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Debentures (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iia) deliver such information to a prospective purchaser such information as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Debentures may reasonably request, and (iiib) 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 Debentures 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 1993 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 of Debentures, 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 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 or furnish the reports required to be filed or furnished by it under the 1933 Act and Section 13(a) or 13 of 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 Notes 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 1993 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 written request of any Holder 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 shall use commercially reasonable efforts to timely file or furnish the reports required to be filed or furnished by it under the 1933 Act and Section 13(a) or 13 of 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 or furnish such reports, it will the Company shall use commercially reasonable efforts to, upon the request of any Holder of Registrable Notes Securities, (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales of the Notes pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably requestrequest for such purpose, 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 (i) its Registrable Notes Securities without registration under the 1933 Act within the limitation of the exemptions exemption provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) its Notes without registration under the 1933 Act within the limitation of the exemption provided by Rule 144A under the 1993 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 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding any of the foregoing, nothing in this Section 5.1 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rule 144 and Rule 144A. For so long as If at any time the Company is no longer subject to the reporting requirements of Section 13 or 15 of under the 1934 Act, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Securities (i) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 Notes 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 1993 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, the Company will be deemed to have satisfied its obligations under clauses (i) and (ii) above to the extent such information has been filed by the Company with the SEC via the EXXXX filing system and such reports are publicly available.

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Issuer covenants that it will upon the request of any Holder of Registrable Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 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 1993 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 of Registrable Notes, the Issuer will deliver to such Holder a written statement as to whether it has complied with such

Rule 144 and Rule 144A. For so long as the Company is Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 ActAct and any Registrable Notes remain outstanding, the Company covenants Issuers covenant that it they will file or furnish the reports required to be filed or furnished 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 they cease to be so required to file or furnish such reports, it they will upon the request of any Holder of Registrable Notes (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Notes 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 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 rule may be amended from time to time, (yii) Rule 144A under the 1993 1933 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 of Registrable Notes, the Issuers 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiAct,(ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 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, 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 (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1993 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 of Registrable 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 is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it they will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes Securities may reasonably request, 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 Notes 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 1993 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

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 or furnish the reports required to be filed or furnished 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 or furnish such reports, it will upon the request of any Holder of Registrable Notes Senior Securities (i) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 Notes Senior 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 1993 1933 Act, as such Rule may be amended from time to time, or (z) any 20 Table of Contents similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable Senior 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities as soon as commercially practicable (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, 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 later of the consummation of the Exchange Offer and 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 or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 Notes 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 1993 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 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 The Issuer ------------- ---------------------- covenants that it will file or (i) furnish to the Holders of Registrable Notes the information and reports required to be filed or furnished by it under the 1933 Act and Section 13(a) or 15(d) 1008 of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file or furnish such reports, it will upon the request of any Holder of Registrable Notes (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 ActIndenture, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes may reasonably requestAct, 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 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 1993 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 of Registrable Notes, the 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 13(a) or 15 of the 1934 ActAct and any Registrable Securities remain outstanding, the Company covenants that it will file or furnish the reports required to be filed or furnished 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 or furnish such reports, the Company covenants that it will upon the request of any Holder of Registrable Notes Securities (ia) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Notes 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 Notes 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 1993 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 of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.