Common use of Commission Reports and Reports to Holders Clause in Contracts

Commission Reports and Reports to Holders. At all times from and after the Closing Date, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 or 15(d) under the Exchange Act if it was subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding the foregoing, as long as the Company files reports and other information with the Commission, the Trustee and each Holder shall be deemed to have been supplied with the foregoing reports and forms at the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internet. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Commission Reports and Reports to Holders. At all times from and after the Closing Date, whether Whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 13(a) or 15(d) under the Exchange Act if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding information within 15 days after the foregoing, as long as the Company date it files such reports and or other information with the Commission. In addition, with respect to any Notes of any series, at all times prior to the earlier of the date of the registration of the Notes of that series pursuant to and in accordance with the terms of the Registration Rights Agreement or any other registration rights agreement (the "REGISTRATION") and the date that is six months after the initial issuance date of the Notes of that series, the Trustee and Company shall, at its costs, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall be deemed supply to have been supplied such Holder or such prospective purchaser the information required under Rule 144A(d)(4) under the Securities Act. The Company also shall comply with the foregoing reports and forms at other provisions of TIA Section 314(a) to the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internetextent required thereby. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

Commission Reports and Reports to Holders. At all times from and after the Closing Date, whether Whether or not the Company or the Guarantor is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company and the Guarantor shall file with the Commission all such reports and other information when and as it they would be required to file with the Commission by Sections 13 Section 13(a) or 15(d) under the Exchange Act if it was each of them were subject thereto, unless the Commission does not permit such filings, in which case thereto (provided that the Company shall provide need not file such reports and or other information if, and so long as, it would not be required to do so pursuant to Rule 12h-5 under the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note RegisterExchange Act). The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, with copies of such reports and other information. Notwithstanding information within 15 days after the foregoing, as long as the Company date it files such reports and or other information with the Commission. In addition, with respect to any Notes of any series, at all times prior to the earlier of the date of the registration of the Notes of that series pursuant to and in accordance with the terms of the Registration Rights Agreement or any other registration rights agreement (the "Registration") and the date that is six months after the initial issuance date of the Notes of that series, the Trustee and Company shall, at its costs, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall be deemed supply to have been supplied such Holder or such prospective purchaser the information required under Rule 144A(d)(4) under the Securities Act. The Company also shall comply with the foregoing reports and forms at other provisions of TIA Section 314(a) to the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internetextent required thereby. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

Commission Reports and Reports to Holders. At all times from and after the Closing Dateearlier of (i) the date of the commencement of a registered exchange offer for the Notes by the Company or the effectiveness of the Shelf Registration Statement pursuant to and in accordance with the terms of the Registration Rights Agreement (the "Registration") and (ii) September 6, 1997, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 13(a) or 15(d) under the Securities Exchange Act of 1934 if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for 64 58 forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding the foregoing, as long as the Company files reports and other information with the Commission, the Trustee and each Holder shall be deemed to have been supplied with the foregoing reports and forms at the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internet. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). In addition, at all times prior to the earlier of the date of the Registration and September 6, 1997, the Company shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser the information required under Rule 144A under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a).

Commission Reports and Reports to Holders. At all times from and after the earlier of (i) the date of the commencement of an Exchange Offer or the effectiveness of a Shelf Registration Statement (the "Registration") and (ii) the date that is six months after the Closing Date, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file deliver for filing with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 Section 13(a) or 15(d) under the Securities Exchange Act of 1934 if it was were subject thereto, unless . All references herein to reports "filed" with the Commission does not permit such filings, in which case the Company shall provide such reports and other information be deemed to refer to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with then most recently delivered for filing, whether or not accepted by the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding In addition, at all times prior to the foregoingearlier of the date of the Registration and the date that is six months after the Closing Date, as long as the Company files shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports and other information substantially equivalent to those which would be required by the Exchange Act (or, in lieu thereof, the Registration Statement on Form S-1, S-3 or S-4 filed or to be filed with the CommissionCommission in connection with the Exchange Offer or the Shelf Registration Statement, if such Form and any amendments thereof contains comparable information). In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Trustee and each Company shall supply to such Holder shall be deemed to have been supplied with or such prospective purchaser the foregoing reports and forms at information required under Rule 144A under the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internet. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Securities Act.

Commission Reports and Reports to Holders. At all times from and after the earlier of (i) the date of the commencement of the Exchange Offer or the effectiveness of the Notes Shelf Registration Statement (the "Registration") and (ii) the date 180 days after the Closing Date, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 Section 13(a) or 15(d) under the Exchange Act if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder Holder, or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding In addition, at all times prior to the foregoingearlier of the date of the Registration and the date 180 days after the Closing Date, as long as the Company files shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports and other information with substantially equivalent to those that would be required by the CommissionExchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Trustee and each Company shall supply to such Holder shall be deemed to have been supplied with or such prospective purchaser the foregoing reports and forms at information required under Rule 144A under the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internetSecurities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)hereunder.

Commission Reports and Reports to Holders. At The Company will furnish to each of the Holders of Notes within the time period specified in the SEC's rules and regulations (i) all times from quarterly and after annual financial information that would be required to be contained in a filing with the Closing DateCommission on forms 10-Q and form 10-K as if the Company were required to file such financial information, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and any consolidated Subsidiaries and, with respect to the annual information only, reports thereon by the Company's independent public accountants (which shall be firms of established national reputation) and (ii) all information that will be required to be filed with the SEC on form 8-K as if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company is then required to shall file a copy of all such information and reports with the Commission for public availability within the time period specified in the Commission, 's rules and regulations (unless the Commission will not accept such a filing) and make such information available to security analysts and prospective investors upon request for so long as any Notes are remain outstanding. In addition, the Company shall file with furnish to the Commission all such reports Holders and other prospective investors, upon their request, the information when and as it would be required to file with the Commission by Sections 13 or 15(dbe delivered pursuant to Rule 144A(d)(4) under the Exchange Act if it was subject thereto, unless Securities Act. EVENTS OF DEFAULT The following events will be defined as "Events of Default" in the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding the foregoing, as long as the Company files reports and other information with the Commission, the Trustee and each Holder shall be deemed to have been supplied with the foregoing reports and forms at the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internet. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).Indenture:

Commission Reports and Reports to Holders. At all times from and after the earlier of (i) the date of the commencement of the Notes Exchange Offer or the effectiveness of the Notes Shelf Registration Statement (the "Registration") and (ii) the date 180 days after the Closing Date, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 Section 13(a) or 15(d) under the Exchange Act if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder Holder, or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding In addition, at all times prior to the foregoingearlier of the date of the Registration and the date 180 days after the Closing Date, as long as the Company files shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports and other information with substantially equivalent to those that would be required by the CommissionExchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Trustee and each Company shall supply to such Holder shall be deemed to have been supplied with or such prospective purchaser the foregoing reports and forms at information required under Rule 144A under the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internetSecurities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)hereunder.

Commission Reports and Reports to Holders. At all times from and after the Closing Datetimes, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstandingOutstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 Section 13(a) or 15(d) under the Exchange Act if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Security Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding In addition, at all times prior to the foregoingearlier of the date of the registration and May 19, as long as 2004, the Company files shall, at its cost, deliver to each Holder of the Notes, or supply to the Trustee for forwarding to each such Holder, quarterly and annual reports and other information substantially equivalent to those which would be required by the Exchange Act. The Company also shall comply with the Commission, the Trustee and each Holder shall be deemed to have been supplied with the foregoing reports and forms at the time such Trustee or holder may electronically access such reports and forms by means other provisions of the Commission’s homepage on the internet or at KCS’s homepage on the internetTIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

Commission Reports and Reports to Holders. At all times from and after the earlier of (i) the date of effectiveness of a Shelf Registration Statement (the "Registration") and (ii) the date that is six months after the Closing Date, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 13(a) or 15(d) under the Securities Exchange Act of 1934 if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding In addition, at all times prior to the foregoingearlier of the date of the Registration and the date that is six months after the Closing Date, as long as the Company files shall, at its cost, deliver to each Holder of the Debentures quarterly and annual reports and other information with substantially equivalent to those which would be required by the CommissionExchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Debentures designated by a Holder, the Trustee and each Company shall supply to such Holder shall be deemed to have been supplied with or such prospective purchaser the foregoing reports and forms at information required under Rule 144A under the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internetSecurities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

Commission Reports and Reports to Holders. At all times from and after the earlier of (i) the date of the commencement of an Exchange Offer or the effectiveness of a Shelf Registration Statement (the "Registration") and (ii) the date that is six months after the Closing Date, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file deliver for filing with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 13(a) or 15(d) under the Exchange Act if it was were subject thereto, unless . All references herein to reports "filed" with the Commission does not permit such filings, in which case the Company shall provide such reports and other information be deemed to refer to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with then most recently delivered for filing, whether or not accepted by the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee Trustee, within 15 days of filing with the Commission, and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding In addition, at all times prior to the foregoingearlier of the date of the Registration and the date that is six months after the Closing Date, as long as the Company files shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports and other information substantially equivalent to those which would be required by the Exchange Act (or, in lieu thereof, the Registration Statement on Form X-0, X-0 or S-4 filed or to be filed with the CommissionCommission in connection with the Exchange Offer or the Shelf Registration Statement, if such Form and any amendments thereof contains comparable information). In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Trustee and each Company shall supply to such Holder shall be deemed to have been supplied with or such prospective purchaser the foregoing reports and forms at information required under Rule 144A under the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internet. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Securities Act.

Commission Reports and Reports to Holders. At all times from and after the earlier of (i) the date of the commencement of a registered exchange offer for the Notes by the Company or the effectiveness of the Shelf Registration Statement pursuant to and in accordance with the terms of the Registration Rights Agreement (the "Registration") and (ii) the date that is six months from the Closing Date, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 13(a) or 15(d) under the Exchange Act if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding information within 15 days after the foregoing, as long as the Company files date it would have been required to file such reports and or other information with the CommissionCommission had it been subject to such Sections. In addition, at all times prior to the earlier of the date of the Registration and the date that is six months after the Closing Date, the Trustee and Company shall, at its costs, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designed by a Holder, the Company shall be deemed supply to have been supplied such Holder or such prospective purchaser the information required under Rule 144A(d)(4) under the Securities Act. The Company also shall comply with the foregoing reports and forms at the time such Trustee or holder may electronically access such reports and forms by means other provisions of the Commission’s homepage on the internet or at KCS’s homepage on the internetTIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

Commission Reports and Reports to Holders. At all times from and after the earlier of (i) the date of the commencement of an Exchange Offer or the effectiveness of the Shelf Registration Statement (the "Registration") and (ii) the date that is six months after the Closing Date, in either case whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such the annual, quarterly and other reports and other information when and as it would be required to file with the Commission by Sections 13 Section 13(a) or 15(d) under of the Exchange Act if it was subject thereto, (unless the Commission does will not permit accept such filingsa filing, in which case the Company shall provide such reports and other information documents to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note RegisterTrustee). The Company shall supply the Trustee and each Holder mail or shall supply cause to the Trustee for forwarding to each such Holder, without cost to such Holder, be mailed copies of such reports and other information. Notwithstanding information to Holders and the foregoing, as long as Trustee within 15 days after the Company date it files such reports and other information with the Commission, Commission or after the Trustee and each Holder shall be deemed to date it would have been supplied with the foregoing reports and forms at the time such Trustee or holder may electronically access required to file such reports and forms by means information with the Commission had it been subject to such sections of the Commission’s homepage on Exchange Act; provided, however, that the internet or at KCS’s homepage on the internet. Delivery copies of such reportsreports and information mailed to Holders may omit exhibits, information and documents which the Company will supply to any Holder at such Holder's request. In addition, at all times prior to the Trustee is for informational purposes only earlier of (i) the date of the Registration and (ii) six months after the Trustee’s 50 receipt Closing Date, the Company shall, at its cost, deliver to each Holder of such reportsthe Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, information and documents shall not constitute constructive notice at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser the information contained therein or determinable from information contained therein, including required under Rule 144A under the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Securities Act.

Commission Reports and Reports to Holders. At all times from and after the Closing Dateearlier of (i) the date of the commencement of a registered exchange offer for the Notes by the Company or the effectiveness of the Shelf Registration Statement pursuant to and in accordance with the terms of the Registration Rights Agreement (the "Registration") and (ii) September 6, 1997, in either case, whether or not the Company is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 13(a) or 15(d) under the Securities Exchange Act of 1934 if it was were subject thereto, unless the Commission does not permit such filings, in which case the Company shall provide such reports and other information to the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note Register. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for 58 forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Notwithstanding the foregoing, as long as the Company files reports and other information with the Commission, the Trustee and each Holder shall be deemed to have been supplied with the foregoing reports and forms at the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internet. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). In addition, at all times prior to the earlier of the date of the Registration and September 6, 1997, the Company shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser the information required under Rule 144A under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a).

Commission Reports and Reports to Holders. At all times from and after the Closing Date, whether Whether or not the Company Issuer is then required to file reports with the Commission, for so long as any Notes are outstanding, the Company Issuer shall file with the Commission all such reports and other information when and as it would be required to file with the Commission by Sections 13 Section 13(a) or 15(d) under the Exchange Act if it was were subject thereto, unless thereto (provided that the Commission does Issuer need not permit such filings, in which case the Company shall provide file such reports and or other information if, and so long as, it would not be required to do so pursuant to Rule 12h-5 under the Trustee (within the same time periods that would be applicable if the Company were required and permitted to file reports with the Commission) and instruct the Trustee to mail such reports and other information to Holders at their addresses set forth on the Note RegisterExchange Act). The Company Issuer shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, with copies of such reports and other information. Notwithstanding information within 15 days after the foregoing, as long as the Company date it files such reports and or other information with the Commission. In addition, with respect to any Notes, at all times prior to the earlier of the date of the registration of the Notes pursuant to and in accordance with the terms of the Registration Rights Agreement or any other registration rights agreement (the “Registration”) and the date that is nine months after the initial issuance date of the Notes, the Trustee and Issuer shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Issuer shall be deemed supply to have been supplied such Holder or such prospective purchaser the information required under Rule 144A(d)(4) under the Securities Act. The Issuer also shall comply with the foregoing reports and forms at other provisions of TIA Section 314(a) to the time such Trustee or holder may electronically access such reports and forms by means of the Commission’s homepage on the internet or at KCS’s homepage on the internetextent required thereby. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 50 receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).