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

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

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; PROVIDED, HOWEVER, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; PROVIDED, HOWEVER, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Notes, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 13 of 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor The Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder. If thereunder in a timely manner and, if at any time the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder or beneficial owner of Registrable Securities (a) Securities, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (ia) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (iiib) any similar rules rule or regulations regulation hereafter adopted by the SECSEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the request of any Holder of Registrable Securities, the Guarantor Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company and the Guarantor is are subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company and the Guarantor covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; PROVIDED, HOWEVER, that if the Company and the Guarantor ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Securities, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and the rules and regulations adopted referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC thereunder. If under the Guarantor ceases to Securities Act, as such Rule may be so amended (“Rule 144”)) or, if the Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 144, Rule 144A promulgated by the SEC under the 1933 Securities Act, as such Rule may be amended (b“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Corporation and the Trust, as the case may be, will their its best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Corporation and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor The Company covenants that it will file ---------------------- the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder. If thereunder in a timely manner and, if at any time the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder or beneficial owner of Registrable Securities (a) Securities, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (ia) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (iiib) any similar rules rule or regulations regulation hereafter adopted by the SECSEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the request of any Holder of Registrable Securities, the Guarantor Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as To the Guarantor extent the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If To the Guarantor ceases to be so extent the Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser purchasers as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, request and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, time or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder Xxxxxx a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; PROVIDED, HOWEVER, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Class A Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and the rules and regulations adopted referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC thereunder. If under the Guarantor ceases to Securities Act, as such Rule may be so amended (“Rule 144”)) or, if the Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 144, Rule 144A promulgated by the SEC under the 1933 Securities Act, as such Rule may be amended (b“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Corporation and the Trust, as the case may be, will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; PROVIDED, HOWEVER, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Notes (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company and the Guarantor covenants covenant that it the Guarantor will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases to be so required to file such reports, the Company and the Guarantor covenants covenant that it the Guarantor will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestto the extent required by the securities laws, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Company and the Operating Partnership will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company or the Operating Partnership ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Operating Partnership will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants Company and the Guarantors covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants Company and the Guarantors covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor ------------- ---------------------- Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , and that if it ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder of Registrable Securities Transfer Restricted Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Transfer Restricted Notes may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesTransfer Restricted Notes, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is Issuers and the Subsidiary Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants Issuers and the Subsidiary Guarantors covenant that it they will file and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases Issuers and the Subsidiary Guarantors cease to be so required to file and furnish such reports, the Guarantor covenants Issuers and Subsidiary Guarantors covenant that it they will upon the request of any Holder of Registrable Securities Transfer Restricted Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Transfer Restricted Notes may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesTransfer Restricted Notes, the Guarantor Issuers and the Subsidiary Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act Act, as such Rule may be amended from time to time, and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under Notwithstanding the foregoing, nothing in this Section 5.1 shall terminate upon be deemed to require the later of the consummation of the Exchange Offer Company and the Effectiveness PeriodGuarantors to register any of their securities under the 1934 Act.

Rule 144 and Rule 144A. For so long as Registrable Securities remain outstanding and the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants that it will Company shall use its reasonable best efforts to file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will Company will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Issuer covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Issuer ceases to be so required to file such reports, the Guarantor Issuer covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, circumstances in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company and the Guarantor is are subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company and the Guarantor covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Company and the Guarantor ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Securities, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor ------------- ---------------------- Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder of Registrable Securities (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 1993 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is subject to the reporting requirements of Section 13 While any Warrants or 15 of the 1934 ActRegistrable Securities remain outstanding, the Guarantor Company covenants that it will shall file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules rules, regulations and regulations policies adopted by the SEC thereunderthereunder in a timely manner and in accordance with the requirements of the Exchange Act. If at any time the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will upon distribute to each Holder or beneficial owner of Warrants that are "restricted securities" within the request meaning of any Holder Rule 144 and are not saleable in full under paragraph (k) of Rule 144 or Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and Securities Act. The Company further covenants that it will take such further action as any Holder of Warrants or Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Warrants or Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (ia) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (iiib) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Warrants or Registrable Securities, the Guarantor Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Bonds remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Bonds, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Bonds without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesBonds, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Ordinary Shares or Ordinary Share Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and the rules and regulations adopted referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC thereunder. If under the Guarantor ceases to Securities Act, as such Rule may be so amended (“Rule 144”)) or, if the Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 144, Rule 144A promulgated by the SEC under the 1933 Securities Act, as such Rule may be amended (b“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For The Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(l)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”) ) or, if the SEC thereunder. If the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under the 1933 Act144, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; PROVIDED, HOWEVER, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Securities, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Exchange Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules applicable Rules and regulations adopted by the SEC thereunderRegulations. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Class A Common Stock or Class A Common Stock Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder. If the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under the 1933 Act144, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 144, (B) Rule 144A, (C) Regulation S under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, Securities Act or (iiiD) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will promptly deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is Company and the Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants Company and the Guarantors covenant that it they will file and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases Company and the Guarantors cease to be so required to file and furnish such reports, the Guarantor covenants Company and Guarantors covenant that it they will upon the request of any Holder of Registrable Transfer Restricted Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Transfer Restricted Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Transfer Restricted Securities, the Guarantor Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company and the Trust, as the case may be, will their its best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For so long as the Guarantor it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar successor rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder. If the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under the 1933 Act144, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it the Company has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under Notwithstanding the foregoing, nothing in this Section 5.1 shall terminate upon be deemed to require the later Company to register any of its securities (other than the consummation of Common Stock) under the Exchange Offer and the Effectiveness Period1934 Act.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Guarantor Company covenants that it will timely file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If thereunder and, if at any time the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Securities, make publicly available such other information so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such . The Company also covenants that it will provide the information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales required pursuant to Rule 144A 144A(d)(4) under the 1933 Securities Act upon the request of any Holder of Registrable Securities and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time time, to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (iib) Rule Rules 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (iiic) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Company and the Trust, as the case may be, will use its best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , or, if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, each of the Guarantor Company and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company or any Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company and each Guarantor covenants that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases Company and the Guarantors cease to be so required to file such reports, the Guarantor covenants Company and the Guarantors covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Trust or the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Guarantor covenants Trust and the Company each covenant that it will file the any reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC Commission thereunder. If the Guarantor , and that if it ceases to be so required to file such reportsreports (or, in the Guarantor covenants case of the Trust, based upon the view of the staff of the Commission that it will raise no objection if it does not comply, as a separate registrant, with the reporting requirements of Section 13 or 15(d) of the Exchange Act), it will upon the request of any Holder of the Registrable Preferred Securities (a) make publicly available such information information, if any, as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act), provided all of the other applicable provisions of Rule 144 can be met by the Holder, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, if sales can otherwise be made under Rule 144A, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Preferred Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by by, but only to the extent such exemptions apply, (i) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder of the Registrable Preferred Securities, the Guarantor Trust and the Company each will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder. If the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Securities, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under the 1933 Act144, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 144, (B) Rule 144A, (C) Regulation S under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, Securities Act or (iiiD) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Company and the Trust, as the case may be, will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided, that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For so long as the Guarantor Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Corporation and the Trust, as the case may be, will use its best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company and the Trust, as the case may be, will use their best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their Registrable Securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For The Company covenants that (A) for so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , and (B) if it ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder of Registrable Securities (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases to be so , that if it at any time is not required to file such reports, the Guarantor covenants that it will upon the request of any Holder of Registrable Securities (ai) make publicly available such information as is necessary to permit sales of Registrable Securities pursuant to Rule 144 under the 1933 Act, (bii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under Notwithstanding the foregoing, nothing in this Section 5.1 6 shall terminate be deemed to require the Company to register any of its securities pursuant to the 1934 Act. The Company shall, upon request, provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the later of Company by the consummation of the Exchange Offer and the Effectiveness PeriodInitial Purchasers.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (aA) make publicly available such information as is necessary to permit sales of such Holder's Registrable Securities pursuant to Rule 144 under the 1933 Securities Act, (bB) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of such Holder's Registrable Securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (cC) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, time or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will use its best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their securi- ties pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Issuer covenants that it will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Issuer ceases to be so required to file such reports, the Guarantor Issuer covenants that it will will, upon the request of any Holder of Registrable Securities Securities, (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Company and the Trust, as the case may be, will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.(b)

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

Rule 144 and Rule 144A. For so long as the Guarantor Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securi- ties remain outstanding, each of the Guarantor covenants that it Corporation and the Trust, as the case may be, will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Corpora- tion and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For so long as the Company or any Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company and each Guarantor covenants that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunderAct. If the Guarantor ceases Company and the Guarantors cease to be so required to file such reports, the Guarantor covenants Company and the Guarantors covenant that it they will upon the written request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor Company covenants that it will file the reports required to be filed by it them under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

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

Rule 144 and Rule 144A. For so long as the Guarantor Operating Partnership is subject to the reporting requirements of Section 13 or Section 15 of the 1934 Act, the Guarantor Operating Partnership covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or Section 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Operating Partnership ceases to be so required to file such reports, the Guarantor Operating Partnership covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Operating Partnership will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as Peoples or the Guarantor Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of Peoples and the Guarantor covenants that it Trust, as the case may be, will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, Peoples and the Guarantor Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants Issuers covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases Issuers cease to be so required to file such reports, the Guarantor covenants Issuers covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it they will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Corporation and the Trust, as the case may be, will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securi ties pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Corporation and the Trust will deliver to such Holder a written statement state ment as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long The Company covenants that, after such time as the Guarantor is it becomes subject to the periodic reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Guarantor covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder. If thereunder in a timely manner and, if at any time the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder or beneficial owner of Registrable Securities (a) Securities, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (ia) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (iiib) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Guarantor Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted promulgated by the SEC Commission thereunder. If the Guarantor ceases Company is not subject to be so required to file such reportsthe reporting requirements of Section 13 or 15 of the Exchange Act, the Guarantor Company also covenants that it will provide the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any Holder of Registrable Securities (awhich continue to be "restricted securities" within the meaning of Rule 144(a)(3) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder holder of such Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, so long as such provision does not require the public filing of information relating to the Company which the Company is not otherwise required to file, (iib) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (iiic) any similar rules rule or regulations regulation hereafter adopted by the SECCommission that does not require the public filing of information relating to the Company. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon If Dycom Industries, Inc., the later parent company of the consummation Company, has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Offer Act, if applicable, or has furnished the reports described herein in the manner provided above for the Company, including if applicable, by posting such reports on its website (including any consolidating financial information required by Regulation S-X relating to the Company and the Effectiveness PeriodGuarantors), the Company shall be deemed to be in compliance with the provisions of this covenant.

Rule 144 and Rule 144A. For so long as the Guarantor is Issuers are subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants Issuers covenant that it they will file the reports required to be filed by it them under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if they ceases to be so required to file such reports, the Guarantor covenants that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Securities Act and it they will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Securities, the Guarantor Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes or Registrable Warrants remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Notes or Registrable Warrants, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes or Registrable Warrants without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes or Registrable Warrants, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Issuer or Centennial is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants Issuer and Centennial covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases Issuer and Centennial are not required, or cease to be so required required, to file such reports, the Guarantor covenants Issuer and Centennial covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Issuer and Centennial will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Company and the Parent will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company or the Parent ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Parent will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it will use its best efforts to file the reports or other filings required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ; provided that if it ceases to be so required to file such reportsreports or other filings, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its Registrable Securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company or the Trust, as applicable, will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For The Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder. If the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under the 1933 Act144, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Corporation and the Trust, as the case may be, will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants that it will (a) The Corporation shall file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder. If thereunder (or, if the Guarantor ceases to be so Corporation is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) the Stockholders, make publicly available such necessary information for so long as is necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144 144, Rule 144A or Regulation S under the 1933 Securities Act, (b) deliver as such information Rules may be amended from time to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under time or any similar rule or regulation hereafter adopted by the 1933 Act SEC), and it will take such further action as any Holder of Registrable Securities the Stockholders may reasonably request, and (c) take including the delivery of customary opinions requested to effectuate such further action that is reasonable in the circumstancessales pursuant to Rule 144, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration Registration under the 1933 Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rule 144 Rules 144, 144A or Regulation S under the 1933 Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule rules may be amended from time to time, or (iiiii) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securitiesthe Stockholders, the Guarantor Corporation will deliver to such Holder the Stockholders a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon requirements and, if not, the later of the consummation of the Exchange Offer and the Effectiveness Periodspecifics thereof.

Rule 144 and Rule 144A. For so long as the Company or the Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company and the Guarantor covenants covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company or the Guarantor ceases to be so required to file such reports, the Company and the Guarantor covenants covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC Commission thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the ---------------------- reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor Company ceases to be so required to file such reports, the Guarantor Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s Company's obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting 33 35 requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Guarantor covenants that it Company and the Trust will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , and that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Guarantor covenants that it Company will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Notes (a) make publicly available such information as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities Notes may reasonably request, request and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A l44A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(l)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”) ) or, if the SEC thereunder. If the Guarantor ceases to be so Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under the 1933 Act144, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , or, if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of securities of the Company and the Trust pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of securities of the Company and the Trust pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent reasonably required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Trust will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Ordinary Shares or Ordinary Share Equivalents, the Company covenants that (i) so long as the Guarantor is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Guarantor covenants that it will timely file the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and the rules and regulations adopted referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC thereunder. If under the Guarantor ceases to Securities Act, as such Rule may be so amended (“Rule 144”)) or, if the Company is not required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 144, Rule 144A promulgated by the SEC under the 1933 Securities Act, as such Rule may be amended (b“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (iA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (iiB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder Xxxxxx a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company or the Guarantor is subject to the reporting requirements of Section 13 13(a) or 15 15(d) of the 1934 Act, the Company and the Guarantor covenants covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company and the Guarantor ceases cease to be so required to file such reports, the Company and the Guarantor covenants covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company, Capital or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company, Capital and the Trust, as the case may be, will use their reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company, Capital and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as If the Guarantor is subject Issuers cease to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor covenants that it will be required to file the reports required to be filed by it them under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases to be so required to file such reports, the Guarantor covenants Issuers covenant that it they will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable Securities, the Guarantor Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under Notwithstanding the foregoing, nothing in this Section 5.1 shall terminate upon be deemed to require the later Company to register any of its securities (other than the consummation of Common Stock) under the Exchange Offer and the Effectiveness Period1934 Act.

Rule 144 and Rule 144A. For so long as the Guarantor Company and each of the Guarantors is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company and each of the Guarantors will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor ceases Company and the Guarantors cease to be so required to file such reports, the Guarantor covenants that it will they will, upon the request of any Holder of Registrable Securities Securities, (a) make publicly available such information as is necessary to permit sales of the Company’s securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Guarantor Company covenants that it will file the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , that if it ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder of Registrable Securities Senior Notes and Registrable Senior Debentures (ai) make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (bii) deliver or cause to be delivered such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Senior Notes and Registrable Senior Debentures may reasonably request, and (ciii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Senior Notes and Registrable Senior Debentures without registration under the 1933 Act within the limitation of the exemptions provided by (ix) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iiy) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iiiz) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder of Registrable SecuritiesSenior Notes and Registrable Senior Debentures, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Guarantor Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor ceases Company is not subject to be so required to file such reportsthe reporting requirements of Section 13 or 15 of the Exchange Act, the Guarantor Company also covenants that it will provide the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any Holder holder of Registrable Securities (awhich continues to be "restricted securities" within the meaning of Rule 144(a)(3) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder holder of such Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, so long as such provision does not require the public filing of information relating to the Company which the Company is not otherwise required to file, (iib) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (iiic) any similar rules rule or regulations regulation hereafter adopted by the SECSEC that does not require the public filing of information relating to the Company. Upon the request of any Holder holder of Registrable Securities, the Guarantor Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable ROARS remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If ; provided, however, that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities ROARS (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities ROARS without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesROARS, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.(b)

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If , provided that if the Guarantor Company ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Senior Notes remain outstanding, the Guarantor covenants that it Company will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , provided, that if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities Senior Notes (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of its securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably requestAct, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Senior Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesSenior Notes, the Guarantor Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company and the Guarantor is are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company and the Guarantor covenants covenant that it they will file and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company and the Guarantor ceases cease to be so required to file and furnish such reports, the Company and the Guarantor covenants covenant that it they will upon the request of any Holder of Registrable Securities Transfer Restricted Notes (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Transfer Restricted Notes may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesTransfer Restricted Notes, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has they have complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Guarantor Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Guarantor covenants that it Company will use its best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Guarantor , or, if it ceases to be so required to file such reports, the Guarantor covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary under applicable rules and regulations to permit sales of their securities pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.,