Common use of Rules 144 and 144A Clause in Contracts

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants Issuers and the Guarantors covenant and agree that it they will use their respective commercially reasonable efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is Issuers and the Guarantors are not required to file such reportsreports and do not otherwise file such reports pursuant to the terms of the Indenture, it the Issuers and the Guarantors will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under 144A. The Issuers and the Securities Act. The Company Guarantors further covenants thatcovenant and agree, for so long as any Registrable Securities remain outstanding, it outstanding that they will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 under the Securities Act and Rule 144A under unless the Securities Act, as Issuers and the Guarantors are then subject to Section 13 or 15(d) of the Exchange Act or otherwise file such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities reports pursuant to the Exchange Actterms of the Indenture and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act Act, and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make publicly available such information for so long as necessary to permit sales pursuant to Rule Rules 144 and 144A under the Securities Act. The Company Issuers further covenants that, for so long as any Registrable Securities remain outstanding, it covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A (including the requirements of Rule 144A(d)(4)) under the Securities Act, as such rules Rules may be amended from time to time, or time and (b) any similar rule or regulation hereafter adopted by the SECCommission. The Issuers will provide a copy of this Agreement to prospective purchasers of Registrable Notes identified to the Issuers by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company any Issuer to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesInitial Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available such other information so long as necessary to permit sales of their Securities pursuant to Rule Rules 144 and 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Initial Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including the requirements of Rule 144(k) and 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company is not at any time a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with the requirements on its part to be complied with Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECapplicable. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Each Issuer and each Guarantor covenants that it will file the reports required required, if any, to be filed by it such Issuer or such Guarantor under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company such Issuer or such Guarantor is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Each Issuer and each Guarantor further covenants that, that for so long as any Registrable Transfer Restricted Securities remain outstanding, outstanding it will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActCommission.

Rules 144 and 144A. The Company Each of the Issuers covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company such Issuer is not required to file such reports, it such Issuer will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available such information necessary to permit sales pursuant to Rule 144A and provide the information specified in Rule 144A (d)(4) under the Securities Act. The Company , unless (i) Xxxxxxxx is then subject to Section 13 or 15(d) of the Exchange Act and (ii) the other Issuers are filing reports thereunder jointly with Xxxxxxxx N.V. Each of the Issuers further covenants thatand agrees, for so long as any Registrable Securities Notes remain outstanding, outstanding that it will use its reasonable best efforts to take such further action (not inconsistent with the preceding sentence) as any Holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.Act and Rule 144A.

Rules 144 and 144A. The So long as any Transfer Restricted Securities remain outstanding, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under Rule 144A(d)(4) under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make publicly available such other information so long as necessary to permit sales of such Holder's securities pursuant to Rule 144A under the Securities Act. Rules 144 and 144A. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it and the Guarantors covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Company and Rule 144A under the Securities Act, Guarantors shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants and the Guarantors covenant and agree that it they will use their respective commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is and the Guarantors are not required to file such reportsreports and do not otherwise file such reports pursuant to the terms of the Indenture, it the Company and the Guarantors will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. 144A. The Company and the Guarantors further covenants thatcovenant and agree, for so long as any Registrable Securities remain outstanding, it outstanding that they will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 under the Securities Act and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require unless the Company and the Guarantors are then subject to register any Section 13 or 15(d) of its securities the Exchange Act or otherwise file such reports pursuant to the Exchange Actterms of the Indenture and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time before the expiration of the Effectiveness Period the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstandingthat until the Effectiveness Period has expired, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted . The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the SECInitial Purchasers upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it is subject to and has complied with such reporting requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make publicly available such information for so long as necessary to permit sales pursuant to Rule Rules 144 and 144A under the Securities Act. The Company Issuers further covenants that, for so long as any Registrable Securities remain outstanding, it covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A (including the requirements of Rule 144A(d)(4)) under the Securities Act, as such rules Rules may be amended from time to time, or time and (b) any similar rule or regulation hereafter adopted by the SECCommission. The Issuers will provide a copy of this Agreement to prospective purchasers of Registrable Notes identified to the Issuers by the Initial Purchasers upon request. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company any Issuer to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The For so long as the Company covenants that it will is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain outstanding, the Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make publicly available such other information so long as necessary to permit sales of their securities pursuant to Rule Rules 144 under the Securities Act, or any successor rule thereof and 144A under the Securities Act, or any successor rule thereof. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including the requirements of Rule 144(k) and Rule 144A under the 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities Act, as such rules may be amended from time identified to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company by TIAA upon request. Upon the request of any Holder of Registrable Securities, the Company shall deliver to register any of its securities pursuant such Holder a written statement as to the Exchange Actwhether it has complied with such requirements. 6.

Rules 144 and 144A. The Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time before the expiration of the Effectiveness Period the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstandingthat until the Effectiveness Period has expired, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted . The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the SECInitial Purchasers upon written request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it is subject to and has complied with such reporting requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and each Guarantor covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company or such Guarantor is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company and each Guarantor further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company or any Guarantor to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will shall use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities or beneficial owner of Registrable Securitiesthe Market Maker, make publicly available such other information so long as necessary to permit sales of such Holder's or the Market Maker's securities pursuant to Rule 144A under the Securities Act. Rules 144 and 144A. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it and the Subsidiary Guarantor covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities or the Market Maker may reasonably request, all to the extent required from time to time to enable such holder Holder or the Market Maker to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities or the Market Maker, the Company and Rule 144A under the Securities ActSubsidiary Guarantor shall deliver to such Holder or the Market Maker, as applicable, a written statement as to whether they have complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, the Company covenants that it will and the Subsidiary Guarantors shall use their reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it and the Subsidiary Guarantors will, upon the written request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make publicly available such other information so long as necessary to permit sales of such Holder’s securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so Rules 144 and 144A. So long as any Registrable Transfer Restricted Securities remain outstanding, it the Company and the Subsidiary Guarantors covenant that after June 1, 2007, they will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) 144A(d)(4)). So long as Transfer Restricted Securities remain outstanding, upon the written request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it and Rule 144A under the Securities Act, as Subsidiary Guarantors have complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company or any Subsidiary Guarantor to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act Act, and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make publicly available such information for so long as necessary to permit sales pursuant to Rule Rules 144 and 144A under the Securities Act. The Company Issuers further covenants that, for so long as any Registrable Securities remain outstanding, it covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A (including the requirements of Rule 144A(d)(4)) under the Securities Act, as such rules Rules may be amended from time to time, or time and (b) any similar rule or regulation hereafter adopted by the SECCommission. The Issuers will provide a copy of this Agreement to prospective purchasers of Registrable Notes identified to the Issuers by the Initial Purchaser upon request. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company any Issuer to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Initial Purchasers upon request in writing. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActAct or list its securities on any exchange other than PORTAL or Nasdaq.

Rules 144 and 144A. The Company covenants that it will use its ------------------ reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities Notes remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities Notes remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time before the expiration of the Effectiveness Period the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstandinguntil the Effectiveness Period has expired, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Initial Purchaser upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it is subject to and has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Each of the Issuers covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company such Issuer is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Each Issuer further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The Issuers will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The As long as any Transfer Restricted Securities remain outstanding and the Company covenants that it will is subject to Section 13 or 15(d) of the Exchange Act, the Company shall use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Actmanner. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Initial Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (aincluding the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon reasonable request. Upon the reasonable request of any Holder of Initial Securities, as long as any Transfer Restricted Securities remain outstanding and the Company is subject to Section 13 or 15(d) Rule 144(k) and Rule 144A under of the Securities Exchange Act, the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActAct or voluntarily file reports thereunder.

Rules 144 and 144A. The Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities Notes remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities Notes remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will shall use reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Initial Securities, make publicly available such other information so long as necessary to permit sales of their securities pursuant to Rule Rules 144 and 144A under unless the Securities ActCompany furnishes said Holder with a certificate of an officer stating that in the officer’s good faith judgment it would be seriously detrimental to the Company to disclose such information publicly at such time, in which event the Company shall have the right to defer disclosing such information for a period of not more than ninety (90) days after receipt of a request from such Holder to disclose such information; provided however that the Company shall not utilize this right more than once in any twelve (12) month period. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Initial Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including the requirements of Rule 144(k) and Rule 144A under 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted Company by the SECPurchaser upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with the requirements of this Section 7 unless at the time there exists a good faith dispute whether the Company or the Holder have complied in all material respects with the terms and conditions of this Section 7. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make publicly available such other information so long as necessary to permit sales of their securities pursuant to Rule Rules 144 and 144A under the Securities Act, as such rules may be amended from time to time. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably requestrequest (including providing any information necessary to comply with Rules 144 and 144A under the Securities Act), all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144(k) Rules 144 and Rule 144A under the Securities ActAct (including the requirements of Rule 144A(d)(4)), as such rules may be amended from time to time, (ii) Regulation S under the Securities Act or (biii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Holders upon request. 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. Notwithstanding the foregoing, nothing in this Section 7 9.1 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants and the Subsidiary Guarantors covenant and agree that it so long as any Registrable Notes remain outstanding they will file the reports required to be filed by it them (if required) under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is and the Subsidiary Guarantors are not required to file such reports, it the Company and the Subsidiary Guarantors will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company and the Subsidiary Guarantors further covenants thatcovenant and agree, for so long as any Registrable Securities Notes remain outstanding, it outstanding that they will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities or beneficial owner of Registrable Securitiesthe Market Maker, make publicly available such other information so long as necessary to permit sales of such Holder's or the Market Maker's securities pursuant to Rule 144A under the Securities Act. Rules 144 and 144A. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it and the Subsidiary Guarantor covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities or the Market Maker may reasonably request, all to the extent required from time to time to enable such holder Holder or the Market Maker to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities or the Market Maker, the Company and Rule 144A under the Securities ActSubsidiary Guarantor shall deliver to such Holder or the Market Maker, as applicable, a written statement as to whether they have complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, after July 26, 2001, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, will upon the written request of any Holder or beneficial owner of Registrable Transfer Re stricted Securities, make publicly available such other information so long as necessary to permit sales of such Holder's securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so Rules 144 and 144A. So long as any Registrable Transfer Restricted Securities remain outstanding, the Company covenants that after July 26, 2001 it will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) and Rule 144A under 144A(d)(4)). So long as Transfer Restricted Securities remain outstanding, upon the Securities Actwritten request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as Transfer Restricted Drs. remain ------------------ outstanding, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Drs., make publicly available such other information so long as necessary to permit sales of such Holder's securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so Rules 144 and 144A. So long as any Registrable Securities Transfer Restricted Drs. remain outstanding, the Company covenants that it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Transfer Restricted Drs. may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities Transfer Restricted Drs. without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) and Rule 144A under 144A(d)(4)). So long as Transfer Restricted Drs. remain outstanding, upon the Securities Actwritten request of any Holder of Transfer Restricted Drs., the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in The Company will provide a copy of this Section 7 shall be deemed Agreement to require prospective purchasers of Registrable Securities identified to the Company by the Initial Purchasers upon request in writing. Upon the request of any Holder, the Company shall deliver to register any of its securities pursuant such Holder a written statement as to the Exchange Actwhether it has complied with such requirements.

Rules 144 and 144A. The Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Transfer Restricted Securities or beneficial owner of Registrable Securitiesthe Market-Maker, make publicly available such other information so long as necessary to permit sales of such Holder's or the Market-Maker's securities pursuant to Rule 144A under the Securities Act. Rules 144 and 144A. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it and the Subsidiary Guarantors covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities or the Market-Maker may reasonably request, all to the extent required from time to time to enable such holder Holder or the Market-Maker to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities or the Market-Maker, the Company and Rule 144A under the Securities Act, Subsidiary Guarantors shall deliver to such Holder or the Market-Maker a written statement as to whether they have complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 9 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. (a) RULE 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC promulgated thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding(or, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner holder of Registrable Securities, make publicly available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants thatinformation), for so long as any Registrable Securities remain outstanding, and it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities holder may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144(k) and Rule 144A 144 under the Securities Act, as such rules Rule may be amended from time to time, or (bii) any similar rule or regulation hereafter adopted by the SECSecurities and Exchange Commission. Upon the request of any holder of Registrable Securities from time to time, the Company will deliver to any such holder (i) a written statement as to whether it has complied with such requirements, and (ii) at the Company's expense, an opinion of the Company's counsel as to the availability of an exemption from registration in connection with a proposed transfer of Registrable Securities by such holder. Notwithstanding the foregoing, nothing anything contained in this Section 7 shall be deemed to require 10, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to register any of its securities do so pursuant to the Exchange ActAct and the rules and regulations promulgated thereunder.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its commercially reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Initial Purchaser upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Issuers covenants that it they will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is Issuers are not required to file such reports, it they will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Issuers further covenants covenant that, for so long as any Registrable Securities remain outstanding, it they will use its their reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Reg- istrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Each of the Issuers covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company such Issuer is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Each of the Issuers further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECCommission. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require any of the Company Issuers to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will shall file the reports required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it willshall, upon the request of any Holder holder or beneficial owner of Registrable SecuritiesWarrants, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to shall take such further action as any Holder holder or beneficial owner of Registrable Securities Warrants may reasonably request, all to the extent required from time to time to enable such holder or beneficial owner to sell Registrable Securities Warrants without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding Commission (it being expressly understood that the foregoing, nothing in this Section 7 foregoing shall be deemed to require not create any obligation on the part of the Company to register file periodic or other reports under the Exchange Act at any of its securities time that it is not then required to file such reports pursuant to the Exchange Act.Act or the Indenture). ARTICLE V

Rules 144 and 144A. (a) RULE 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC promulgated thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding(or, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner holder of CSO Registrable Securities, make publicly available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants thatinformation), for so long as any Registrable Securities remain outstanding, and it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities holder may reasonably request, all to the extent required from time to time to enable such holder to sell CSO Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144(k) and Rule 144A 144 under the Securities Act, as such rules Rule may be amended from time to time, or (bii) any similar rule or regulation hereafter adopted by the SECSecurities and Exchange Commission. Upon the request of any holder of CSO Registrable Securities from time to time, the Company will deliver to any such holder (i) a written statement as to whether it has complied with such requirements, and (ii) at the Company's expense, an opinion of the Company's counsel as to the availability of an exemption from registration in connection with a proposed transfer of CSO Registrable Securities by such holder. Notwithstanding the foregoing, nothing anything contained in this Section 7 shall be deemed to require 10, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to register any of its securities do so pursuant to the Exchange ActAct and the rules and regulations promulgated thereunder.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder there under in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company For so long as any Transfer Restricted Securities remain outstanding, the Issuer covenants that it will file the reports required required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company Issuer is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Issuer further covenants that, that for so long as any Registrable Transfer Restricted Securities remain outstanding, outstanding it will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k144(b) and (d) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActCommission.

Rules 144 and 144A. The Company Each of the Issuer and the Guarantor (so long as it acts as such) covenants that that, so long as Registrable Notes remain outstanding, it will file the reports required required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company Issuer (or the Guarantor (so long as it acts as such) is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Each of the Issuer and the Guarantor further covenants that, that for so long as any Registrable Securities Notes remain outstanding, outstanding it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange ActCommission.

Rules 144 and 144A. The Company covenants For so long as the Issuers are subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable Securities remain outstanding, the Issuers covenant that it they will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act andthereunder, for that if they cease to be so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, they will upon the request of any Holder or beneficial owner of Registrable Securities, Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it Act and they will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such holder Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144(k144 under the Securities Act, as such rule may be amended from time to time, (ii) and Rule 144A under the Securities Act, as such rules rule may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Notwithstanding Upon the foregoingrequest of any Holder of Registrable Securities, nothing in this Section 7 shall be deemed the Issuers will deliver to require the Company such Holder a written statement as to register any of its securities pursuant to the Exchange Actwhether it has complied with such requirements.

Rules 144 and 144A. The Company covenants that it will Issuers and DonJoy shall use their reasonable best efforts to file the reports required to be filed by it them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is Issuers and DonJoy are not required to file such reports, it they will, upon the written request of any Holder of Transfer Restricted Securities or beneficial owner of Registrable Securitiesthe Market-Maker, make publicly available such other information so long as necessary to permit sales of such Holder's or the Market-Maker's securities pursuant to Rule 144A under the Securities Act. Rules 144 and 144A. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it Issuers and DonJoy covenant that they will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities or the Market-Maker may reasonably request, all to the extent required from time to time to enable such holder Holder or the Market-Maker to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) 144A(d)(4)). Upon the written request of any Holder of Transfer Restricted Securities, the Issuers and Rule 144A under DonJoy shall deliver to such Holder or the Securities Act, Market-Maker a written statement as to whether they have complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 9 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act (including but not limited to the reports under sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A 144 under the Securities Act, as such rules Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECCommission. Notwithstanding Upon the foregoingrequest of any holder of Registrable Securities, nothing in this Section 7 shall be deemed to require the Company will (a) deliver to register such holder a written statement as to whether it has complied with the requirements of the Section 4, or (b) take such action as is necessary to allow transfer of such Registrable Securities in accordance with the provisions of Rule 144(k) (or any successor provision) under the Securities Act including without limitation, if necessary, the issuance of its securities pursuant to the Exchange Actnew certificates for such Registrable Securities bearing a legend restricting further transfer.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Indenture, the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner manner, other than the filing by the Company of its annual report on Form 10-K for the year ended December 31, 2004 by [ ] [DATE TO BE AGREED TO BY COMPANY AND PURCHASERS], in accordance with the requirements of the Indenture, the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, will (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, and it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all and (c) take such further action, if any, that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such holder Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144(k144, (ii) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Notwithstanding Upon the foregoingrequest of any Holder of Registrable Securities, nothing in this Section 7 shall be deemed to require the Company will deliver to register any of its securities pursuant such Holder a written statement as to the Exchange Actwhether it has complied with such requirements.

Rules 144 and 144A. The For so long as the Company covenants that it is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Initial Securities remain outstanding, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act andmanner; provided, for so long as any Registrable Securities remain outstanding, that if at any time the Company is not ceases to be so required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Initial Securities, (a) make publicly available such information as is necessary to permit sales of such Holder’s Securities pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser to permit sales of such Holder’s Securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to and (c) take such further action as any Holder of Registrable Initial Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable its Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144(k144 under the Securities Act, as such rule may be amended from time to time, or any successor thereto or (ii) and Rule 144A under the Securities Act, as such rules rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted successor thereto. The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the SECInitial Purchasers upon request. Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make publicly available such other information so long as necessary to permit sales of such Holder's securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so Rules 144 and 144A. So long as any Registrable Transfer Restricted Securities remain outstanding, the Company covenants that after June 27, 2001 it will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) and Rule 144A under 144A(d)(4)). So long as Transfer Restricted Securities remain outstanding, upon the Securities Actwritten request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants Issuers covenant and agree that it each of them will file the reports required to be filed by it each of them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time any of the Company Issuers is not required to file such reports, it such Issuer will, upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Issuers further covenants thatcovenant and agree, for so long as any Registrable Transfer Restricted Securities remain outstanding, it outstanding that each of them will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it is subject to and has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as Transfer Restricted Securities ------------------ remain outstanding, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make publicly available such other information so long as necessary to permit sales of such Holder's securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so Rules 144 and 144A. So long as any Registrable Transfer Restricted Securities remain outstanding, the Company covenants that it will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) and Rule 144A under 144A(d)(4)). So long as Transfer Restricted Securities remain outstanding, upon the Securities Actwritten request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time before the expiration of the Effectiveness Period the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstandingthat until the Effectiveness Period has expired, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted . The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the SECInitial Shareholder upon request. Upon the request of any Holder, the Company shall deliver to such Holder a written statement as to whether it is subject to and has complied with such reporting requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Each of the Issuers covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company such Issuer is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company Each of the Issuers further covenants that, for so long as any Registrable Securities remain outstanding, it will use its all reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The Issuers will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Issuers by the Initial Purchasers upon request. Upon the request of any Holder, the Issuers shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers to register any of its their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants to the holders of Registrable Securities that to the extent it will shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act Commission thereunder, and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner holder of Registrable Securities, make publicly available such other information so long as necessary to permit sales of their securities pursuant to Rule 144A under the Securities Act. Rules 144 and 144A. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by (a) Rule 144(k) Rules 144 and Rule 144A under the Securities ActAct (including the requirements of Rule 144A(d)(4)), as such rules Rules may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the SECCommission. Notwithstanding The Company will provide a copy of this Agreement to prospective purchasers of the foregoing, nothing in this Section 7 shall be deemed Registrable Securities identified to require the Company to register by the Purchasers upon request. Upon the request of any holder of its securities Registrable Securities in connection with that holder's sale pursuant to Rules 144 and 144A, the Exchange ActCompany shall deliver to such holder a written statement as to whether it has complied with such requirements.

Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, after July 11, 2000, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make publicly available such other information so long as necessary to permit sales of such Holder's securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so Rules 144 and 144A. So long as any Registrable Transfer Restricted Securities remain outstanding, the Company covenants that after July 11, 2000 it will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) and Rule 144A under 144A(d)(4)). So long as Transfer Restricted Securities remain outstanding, upon the Securities Actwritten request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, make publicly available such other information so long as necessary to permit sales of such Holder's securities pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so Rules 144 and 144A. So long as any Registrable Transfer Restricted Securities remain outstanding, the Company covenants that after May 20, 2003 it will use its reasonable best efforts to take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (a) including, without limitation, the requirements of Rule 144(k) and Rule 144A under 144A(d)(4)). So long as Transfer Restricted Securities remain outstanding, upon the Securities Actwritten request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section SECTION 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act Act, and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Warrants or Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Warrants or Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Warrants or Registrable Securities Securities, without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. Upon the request of any Holder of Warrants vr Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rules 144 and 144A. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Securities, make available such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, it will use its reasonable best efforts to take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The As long as any Transfer Restricted Securities remain outstanding and the Company covenants that it will is subject to Section 13 or 15(d) of the Exchange Act, the Company shall use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Initial Securities, make publicly available such other information so long as necessary to permit sales of their securities pursuant to Rule 144A under the Securities Act. Rules 144 and 144A. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Initial Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (aincluding the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon reasonable request. Upon the reasonable request of any Holder of Initial Securities, as long as any Transfer Restricted Securities remain outstanding and the Company is subject to Section 13 or 15(d) Rule 144(k) and Rule 144A under of the Securities Exchange Act, the Company shall deliver to such Holder a written statement as to whether it has complied with such rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SECrequirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rules 144 and 144A. The As long as any Transfer Restricted Securities remain outstanding and the Company covenants that it will is subject to Section 13 or 15(d) of the Exchange Act, the Company shall use its commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time the Company is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Initial Securities, make publicly available such other information so long as necessary to permit sales of its securities pursuant to Rule Rules 144 and 144A under the Securities Act. The Company further covenants that, for so long as any Registrable Securities remain outstanding, that it will use its reasonable best efforts to take such further action as any Holder of Registrable Initial Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (aincluding the requirements of Rule 144A(d)(4)) Rule 144(k) and Rule 144A under the Securities Act. The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon reasonable request. Upon the reasonable request of any Holder of Initial Securities, as long as any Transfer Restricted Securities remain outstanding and the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company shall deliver to such rules may be amended from time Holder a written statement as to time, or (b) any similar rule or regulation hereafter adopted by the SECwhether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.