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

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases is not subject to be so required to file such reportsthe reporting requirements of Section 13 or 15 of the Exchange Act, the 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 which continue to be "restricted securities" within the meaning of Registrable Securities (aRule 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 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 for such purposerequest, 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 of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 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 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the The Company covenants that it will file the reports required to be filed by it under Section 13 of 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 Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If and for so long as the Company is Co-Issuers and the Guarantors are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants Co-Issuers 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 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases Co-Issuers and the Guarantors cease to be so required to file and furnish such reports, the Company covenants Co-Issuers and 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 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 for such purposerequest, 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 Co-Issuers and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15(d) 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Guarantor are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it and the Guarantor will file the reports required to be filed by it under the Securities Act and Section 13 of 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 Company 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 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 request for such purposeAct, 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.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Corporation and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 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 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as To the extent the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If To the extent the Company ceases to be so is not required to file such reports, the Company 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 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 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 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 Company will deliver to such Holder Xxxxxx a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the The Company covenants that it will file ---------------------- the reports required to be filed by it under Section 13 of 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 Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants and the Guarantor covenant that it the Guarantor will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company Guarantor ceases to be so required to file such reports, the Company covenants and the Guarantor 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 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 for such purposeto 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.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is Issuers and the Subsidiary Guarantors are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company 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 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases Issuers and the Subsidiary Guarantors cease to be so required to file and furnish such reports, the Company 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 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 for such purposerequest, 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 Issuers and the Subsidiary Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , provided that if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15(d) 12 of the 1934 ActExchange 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 it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company's obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company , and that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants 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 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the Company covenants 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 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 for such purposerequest, 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 Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it and the Operating Partnership will file the reports required to be filed by it under the Securities Act and Section 13 of 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 or the Operating Partnership ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Operating Partnership will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer or the Parent Guarantor is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants Issuer and the Parent Guarantor covenant that it they will use reasonable best efforts to file the reports required to be filed by it each of them under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunderthereunder in a timely manner. If the Company Issuer or the Parent Guarantor ceases to be so required to file such reports, the Company covenants Issuer and the Parent Guarantor 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 for such purposerequest, 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 Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer’s obligations under this Clause 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 Issuer is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company Issuer covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company Issuer ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 request 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the (a) The Company is subject shall use its best efforts to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 15(d) of the 1934 Securities Act and the rules and regulations adopted by the SEC thereunder. If Exchange Act in a timely manner and, if at any time the Company ceases to be so is not required to file such reports, the Company covenants that it will will, upon the request of any Holder of Registrable Initial Securities (a) that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available such other information so long as is necessary to permit sales of their Securities pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to and Rule 144A under the 1933 Act and Securities Act. (b) The Company covenants that it will take such further action as any Holder of Registrable Initial Securities may reasonably request for such purposerequest, 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 Initial Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (i) Rule 144 and Rule 144A (including the requirements of Rule 144A(d)(4)). (c) The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. (d) If the Company is not at any time a reporting company under the 1933 Exchange 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 upon the request of any Holder of Registrable Initial Securities, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirementsthe requirements on its part to be complied with Rule 144A under the Securities Act, as applicable. (e) Notwithstanding the foregoing, nothing in this Section ‎7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rule 144 and Rule 144A. For so long as the ------------- ---------------------- Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as Registrable Securities remain outstanding and the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the Company covenants that it will will, upon the request of any Holder 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 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 13(a) or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15(d) 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Ordinary Shares or Ordinary Share Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , provided, that if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15(d) 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 the SEC thereunder. If Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , or, if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Company and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Trust or the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Trust and the Company covenants each covenant that it will file the any reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC Commission thereunder. If the Company , and that if it ceases to be so required to file such reportsreports (or, in the Company 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 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 for such purposeAct, 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 Trust and the Company each will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or any Guarantor is subject to the reporting requirements of Section 13 or 15(d) 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 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases and the Guarantors cease to be so required to file such reports, the Company covenants 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 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 for such purposerequest, 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 Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules applicable Rules and regulations adopted by the SEC thereunderRegulations. If the Company ceases to be so required to file such reports, the 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 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 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 Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 While any Warrants or 15(d) of the 1934 ActRegistrable Securities remain outstanding, the Company covenants that it will shall file the reports required to be filed by it under Section 13 of 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 Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15(d) 12 of the 1934 ActExchange 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 it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 the SEC thereunder. If Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will promptly deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Guarantors are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants 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 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases and the Guarantors cease to be so required to file and furnish such reports, the Company covenants 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 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 for such purposerequest, 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 Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Guarantor are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it and the Guarantor will file the reports required to be filed by it under the Securities Act and Section 13 of 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 Company 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 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 request for such purposeAct, 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.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will timely file the reports required to be filed by it under the Securities Act and Section 13 of 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 Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , provided that if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Bonds remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the 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 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company and the Guarantors to register any of their securities under the 1934 Act.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15(d) 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 the SEC thereunder. If Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it the Company has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under the 1934 Act.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For The Company covenants that (i) so long as the Company is it remains subject to the reporting requirements of Section 13 or 15(d) provisions of the 1934 Exchange Act, the Company covenants that it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 the SEC thereunder. If Securities Act, as such Rule may be amended (“Rule 144”) ) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For The Company covenants that, whether or not it is required to do so by the rules and regulations of the SEC, for so long as the Company is subject Registrable Notes or the Exchange Notes, as applicable, remain outstanding, it will furnish to the reporting requirements of Section 13 or 15(d) holders of the 1934 ActRegistrable Notes or Exchange Notes, the Company covenants that as applicable, and it will file with the SEC (unless the SEC will not accept such a filing) (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all reports that would be required to be filed by it under Section 13 of 15(d) of the 1934 Act and the rules and regulations adopted by with the SEC thereunderon Form 8-K if the Company were required to file such reports. If at any time the Company ceases to be so is not required to file such reports, the Company covenants that it will will, upon the request of any Holder or beneficial owner of Registrable Securities (a) Notes, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities Notes may reasonably request for such purposerequest, 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 Notes 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the Company covenants that it 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

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

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases is not subject to be so required to file such reportsthe reporting requirements of Section 13 or 15 of the Exchange Act, the 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 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 for such purposerequest, 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 Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Common Shares constitute Registrable Securities, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company covenants that it will 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 Securities Act, (bii) deliver such information to a prospective purchaser as is necessary to permit sales of Registrable Securities pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request for such purposeAct, and (ci) 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 rule may be amended from time to time, (iiy) Rule 144A under the 1933 Securities Act, as such Rule 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is Issuers are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants Issuers covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases Issuers cease to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , provided that if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Notes or Registrable Warrants remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company covenants that it will will, upon the request of any Holder of Registrable Securities Notes, (ai) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (bii) deliver such information to a prospective purchaser as is necessary 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 request for such purposeAct, 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 Notes 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 rule may be amended from time to time, (iiB) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (iiiC) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company ; provided that if it ceases to be so required to file such reportsreports or other filings, the Company 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 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 for such purposerequest, 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 or the Trust, as applicable, will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted promulgated by the SEC Commission thereunder. If the Company ceases is not subject to be so required to file such reportsthe reporting requirements of Section 13 or 15 of the Exchange Act, the 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting 33 35 requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , and that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it Corporation and the Trust, as the case may be, will use its best efforts to file the reports reports, if any, required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If , and each of the Company Corporation and the Trust agrees that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as Peoples or the Company Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of Peoples and the Company 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , provided that if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so , that if it at any time is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 6 shall 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 Company by the Initial Purchasers.

Rule 144 and Rule 144A. For The Company covenants that (i) so long as the Company is it remains subject to the reporting requirements of Section 13 or 15(d) provisions of the 1934 Exchange Act, the Company covenants that it will timely file the reports required to be filed by it under Section the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 the SEC thereunder. If Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Bank is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company and the Bank covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the 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 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 for such purposeAct, 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 written request of any Holder of Registrable Securities, the Company and the Bank will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer or Centennial is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company 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 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases Issuer and Centennial are not required, or cease to be so required required, to file such reports, the Company 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 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 for such purposerequest, 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 Issuer and Centennial will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it and the Trust, as the case may be, will their its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the The Company covenants that it will file the reports required to be filed by it under Section 13 of 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 Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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. The Company shall also be required to file with the Trustee and the Transfer Agent and Registrar, and to provide to each other Holder upon written request, without cost to such Holder, copies of such reports and documents within 15 days after the date on which the Company files such reports and documents with the SEC. Upon the request of any Holder of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Subsidiary Guarantors are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants and the Subsidiary Guarantors covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases and the Subsidiary Guarantors cease to be so required to file such reports, the Company covenants 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 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 for such purposerequest, 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 Subsidiary Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Senior Notes remain outstanding, the Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , provided, that if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 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 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 SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company's obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securi- ties remain outstanding, each of the Company 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , provided that if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Corpora- tion and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 for such purposerequest, 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 will deliver to such Holder a written statement as to whether it has complied with such requirements. If Dycom Industries, Inc., the parent company of the Company, has complied with the reporting requirements of Section 13 or 15(d) of the Exchange 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 Guarantors), 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 Company is Issuers are subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants Issuers covenant that it they will file the reports required to be filed by it them under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if they ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Company Issuers will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Notes or Registrable Debentures remain outstanding, the Company covenants that it will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases to be so required to file such reports, the Company covenants that it will will, upon the request of any Holder of Registrable Securities Notes or Registrable Debentures, (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 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 request for such purposeAct, 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 Debentures 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 Debentures, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it and the Trust, as the case may be, will each use its best efforts to file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company DP&L is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, any Registrable Securities remain outstanding and to the Company covenants that it extent required by Rule 144(k), DP&L will file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company DP&L ceases to be so required to file such reports, the Company 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 purchasers and prospective purchaser purchasers as is necessary to permit sales of their 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 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 rule may be amended and in effect from time to time, (ii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended and in effect 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 Company DP&L will deliver to such Holder a written statement as to whether it has complied with such requirements. Without limiting the foregoing, DP&L will provide a copy of this Agreement upon request to any purchaser or prospective purchaser of Bonds.

Rule 144 and Rule 144A. For so long as the Company or the Subsidiary Guarantor is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants and the Subsidiary Guarantor covenant that it they will file the reports required to be filed by it them under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company or the Subsidiary Guarantor ceases to be so required to file such reports, the Company covenants and the Subsidiary Guarantor 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 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 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, 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 Subsidiary Guarantor will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC Commission thereunder. If the Company , that if it ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities Notes (ai) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (bii) deliver such information to a prospective purchaser as is necessary 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 Notes may reasonably request for such purposerequest, 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 Notes 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 SECCommission. Upon the request of any Holder of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActAct and any Registrable Securities remain outstanding, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 for such purposerequest, 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 SecuritiesSecuri- ties, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company to register any of its securities (other than the Partnership Units) under the 1934 Act.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the 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 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 for such purposerequest, 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 144A under the 1933 193'3 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securi- ties remain outstanding, each of the Company covenants that it 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 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , or, if it ceases to be so required to file such reports, the Company covenants that it will will, upon the request of any Holder of Registrable Securities (a) make publicly available such information informa- tion as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (b) deliver such information informa- tion to a prospective purchaser as is necessary 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 for such purposerequest, 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 Trust will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company and each of the Guarantors is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it and each of the Guarantors will file the reports required to be filed by it under the Securities Act and Section 13 of 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 ceases and the Guarantors cease to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13 of 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , or, if it ceases to be so required to file such reports, the Company 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 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 request for such purposeAct, 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 Company and the Trust will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as SBM holds Registerable Securities, if the Company is ceases to be subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Exchange Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities SBM (a) make publicly available such information (including, without limitation, the information specified in Rule 144A(d)(4) under the Securities Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (b) deliver or cause to be delivered, promptly following a request by SBM or any prospective purchaser or transferee designated by SBM, such information to a prospective purchaser (including, without limitation, the information specified in Rule 144A(d)(4) under the Securities Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act and it will take such further action as any Holder of Registrable Securities SBM may reasonably request for such purposerequest, 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 SBM to sell its Registrable Registerable 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 For so long as SBM holds Registerable Securities, upon the request of any Holder of Registrable SecuritiesSBM, the Company will deliver to such Holder SBM a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it 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 of 13(e) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 144A under the 1933 Securities Act, (b) deliver such information to a prospective purchaser as is necessary 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 for such purposerequest, 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 Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company , that if it ceases to be so required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15(d) 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Ordinary Shares or Ordinary Share Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under Section the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 of 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 Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company ceases to be so is not required to file such reports, the Company 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 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 for such purposerequest, 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 Company will deliver to such Holder Xxxxxx a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15(d) 15 of the 1934 Act, the Company Guarantor covenants that it will file the reports required to be filed by it under Section 13 of 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company Guarantor ceases to be so required to file such reports, the Company 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 for such purposerequest, 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 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.