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

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or 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 by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, 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 the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any HolderHolder of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, information) and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time, or (Cb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting such requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such reporting requirementsRegistrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy the Company will comply with all rules and regulations of the most recent annual or quarterly report Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and such other reports and documents so filed by quarterly unaudited financial statements of the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of required to be supplied by the SEC which permits the selling of any such securities without registration or pursuant Company for it to such form.comply with Rule 144A.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalentsand any Registrable Bonds remain outstanding, 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 the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Actrules and regulations adopted by the SEC thereunder; provided, as such Rule may be amended (“Rule 144”)) orhowever, that if the Company is not ceases to be so required to file such reports, it will, upon the request of any HolderHolder of Registrable Bonds, (a) make publicly available other such information so long as is necessary to permit sales by of its securities pursuant to Rule 144 under the Securities Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iic) it will take such further action as any Holder may reasonably requestthat is reasonable in the circumstances, all 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 Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, as such rule may be amended from time to time, (Bii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (Ciii) any similar rule rules or regulation 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 by the Company that as to whether it has complied with such requirements. No Inconsistent Agreements. The Company has not entered into, nor will the reporting requirements Company on or after the date of Rule 144this Agreement enter into, any agreement which is inconsistent with the Securities Act and rights granted to the Exchange Act (at any time after it has become subject to such reporting requirements), Holders of Registrable Bonds in this Agreement or that it qualifies as otherwise conflicts with the provisions hereof without the written consent of Holders of a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy majority in aggregate principal amount of the most recent annual or quarterly report outstanding Registrable Bonds. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company Company's other issued and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of outstanding securities under any such securities without registration or pursuant to such formagreements.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, 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 the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Act, as such Rule may be amended (“Rule 144”)) or, if rules and regulations adopted by the SEC thereunder. If the Company is not subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company also covenants that it will provide the information required pursuant to file such reports, it will, Rule 144A(d)(4) under the Securities Act upon the request of any Holder, make publicly available other information so long as necessary Holder which continue to permit sales by such Holder under be “restricted securities” within the meaning of Rule 144, Rule 144A 144(a)(3) under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder holder of such Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the 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, (Bb) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (Cc) any similar rule or 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 by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company Splitco shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares Splitco Common Stock or Company Shares Common Stock Equivalents, the Company Splitco 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company Splitco is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company Splitco will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents1934 Act, 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 the Securities 1933 Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange 1934 Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Act, as such Rule may be amended (“Rule 144”)) or, if rules and regulations adopted by the SEC thereunder. If the Company is not ceases to be so required to file such reports, the Company covenants that it will, will upon the request of any Holder, Holder of Registrable Shares (a) make publicly available other such information so long as is necessary to permit sales by pursuant to Rule 144 under the 1933 Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, 1933 Act and (ii) it will take such further action as any Holder of Registrable Shares may reasonably request, all and (c) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities Shares without registration under the Securities 1933 Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the 1933 Act, as such Rule may be amended from time to time, (Bii) Rule 144A under the 1933 Act, as such rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesShares, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements (at any time after 90 days after the reporting requirements effective date of Rule 144, the Securities first Registration Statement filed by the Company for an offering of its Common Stock to the general public) and of the 1933 Act and the Exchange 1934 Act (at any time after it has become subject to such the reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifiesrequirements of the 1934 Act), a copy of the most recent annual or and quarterly report report(s) of the Company Company, and such other reports reports, documents or stockholder communications of the Company, and documents so filed by the Company and take such other information further actions consistent with this Section 9.1, as a Holder may be reasonably requested request in availing any Holder itself of any rule or regulation of the SEC which permits the selling of allowing a Holder to sell any such securities Registrable Shares without registration or pursuant to such formregistration.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or 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 by the Company that as to whether it has complied with such requirements. To the reporting requirements of extent any Holder desires to sell Registrable Securities pursuant to Rule 144, the Securities Act Company agrees to provide customary instructions to the transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be delivered to the Exchange Act (at transfer agent in connection with any time after it has become subject to such reporting requirements)sale. In addition, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by agrees to remove any restrictive legend from the Company and such other information as may be reasonably requested in availing Registrable Securities upon the reasonable request of any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formas soon as reasonably permitted by applicable law and customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant or the Issuer Trust is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the and any Registrable Securities Act in respect remain outstanding, each of the Company Shares or Company Shares Equivalentsand the Issuer Trust, as the Company covenants that (i) so long as it remains subject case may be, will use its best efforts to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Actrules and regulations adopted by the Commission thereunder, as such Rule may be amended (“Rule 144”)) or, if the Company is not it ceases to be so required to file such reports, it will, upon the request of any Holder, Holder of Registrable Securities (a) make publicly available other such information so long as is necessary to permit sales by of their securities pursuant to Rule 144 under the Securities Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales of their securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, as such rule may be amended from time to time, (Bii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, the Company or the Issuer Trust, as the case may be, will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, 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 the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Act, as such Rule may be amended (“Rule 144”)) or, if rules and regulations adopted by the SEC thereunder. If the Company is not subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company also covenants that it will provide the information required pursuant to file such reports, it will, Rule 144A(d)(4) under the Securities Act upon the request of any Holder, make publicly available other information so long as necessary Holder of Registrable Securities which continue to permit sales by such Holder under be "restricted securities" within the meaning of Rule 144, Rule 144A 144(a)(3) under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder holder of such Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the 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, (Bb) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (Cc) any similar rule or 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 Securities, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If With a view to making available to each holder of Registrable Stock the Company shall have filed a registration statement pursuant benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Stock to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalentspublic without registration, the Company covenants agrees that (i) so long as it remains subject to a holder owns any Registrable Stock: (a) the reporting provisions Company shall, at any time after any of the Exchange Act, it will timely file the reports required to be filed by it Company's shares of capital stock are registered under the Securities Act or the Exchange Act Act: (includingi) make and keep available public information, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of as those terms are contemplated by Rule 144 under the Securities Act, as such Rule may be amended Act (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any successor or similar rules or regulations hereafter adopted by the SEC, and rule then in force); (ii) it will take such further action as any Holder may reasonably request, timely file with the Commission all reports and other documents required to the extent required from time to time to enable such Holder to sell Registrable Securities without registration be filed under the Securities Act within and the limitation of the exemptions provided by Exchange Act; and (Aiii) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the furnish to each holder forthwith upon request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)Act, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company Company, and such other information as such holder may be reasonably requested request in availing any Holder order to avail itself of any rule or regulation of the SEC which permits the selling of Commission allowing such holder to sell any such securities Registrable Stock without registration (it being understood and agreed that (A) the Company's covenants and agreements contained in this clause (a) shall not be operative until such time as the Company shall have filed with the Commission its Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, and its Quarterly Reports on Form 10-QSB for the fiscal quarters ended September 30, 1999, December 31, 1999 and March 31, 2000, and (B) the Company agrees to make such filings as soon as practicable); and (b) each holder of Registrable Stock and each prospective holder of Registrable Stock who may consider acquiring Registrable Stock in reliance upon Rule 144A under the Securities Act (or pursuant any successor or similar rule then in force) ("Rule 144A") shall have the right to request from the Company, and the Company will provide upon such request, such information regarding the Company and its business, assets and properties, if any, as is at the time required to be made available by the Company under Rule 144A so as to enable such holder to transfer Registrable Stock to such form.prospective holder in reliance upon Rule 144A.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or 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 by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will use reasonable best efforts to timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Majority Holder, make publicly available other information so long as necessary to permit sales by such Majority Holder under Rule 144, Rule 144A under the 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 Majority Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Majority Holder of Registrable Securities, the Company will deliver to such Majority Holder a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Majority Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a ---------------------- registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, 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 the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holderholder of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, information) and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time or (Cb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement by the Company that as to whether it has complied with such requirements. After any sale of Registrable Securities pursuant to this Section 4, the reporting requirements Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities. In order to permit the holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five business days of any such request, the Securities Act Company shall deliver to any such prospective transferee copies of annual audited and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy quarterly unaudited financial statements of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of required to be supplied by the SEC which permits the selling of any such securities without registration or pursuant Company for it to such form.comply with Rule 144A.

Rule 144 and Rule 144A. If For so long as Dominion Resources or the Company shall have filed a registration statement pursuant ---------------------- Trust is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant and any Registrable Securities remain outstanding, Dominion Resources and the Trust, as the case may be, will use their reasonable best efforts to the requirements of the Securities Act in respect of the Company Shares or Company Shares 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 the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the Commission thereunder, that if it ceases to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not so required to file such reports, it will, upon the request of any Holder, Holder of Registrable Securities (a) make publicly available other such information so long as is necessary to permit sales by of their securities pursuant to Rule 144 under the Securities Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales of their securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder of Registrable Securities may reasonably request, all and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, as such rule may be amended from time to time, (Bii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable Securities, Dominion Resources and the Company Trust will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares Common Equity or Company Shares Common Equity 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or 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 by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares Common Stock or Company Shares 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A 144A, (C) Regulation S under the Securities Act or (CD) any similar rule or 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 by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 Each of the Exchange Act or a registration statement pursuant Issuers covenants that (a) during any period that it is required to the requirements of file reports under the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely shall file the all reports required to be filed by it under in a timely manner in order to comply with the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) current public information requirements of Rule 144 under the Securities Act, as such Rule may be amended Act and (“Rule 144”)b) or, if the Company during any period that it is not required to file such reports, it willshall, upon the request of any Holder, make publicly available other information so long as necessary to permit sales each Holder or beneficial owner of Registrable Securities and to any prospective purchaser of Registrable Securities designated by such Holder under or beneficial owner the information required by Rule 144, Rule 144A 144A(d)(4) under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by . Each of the SEC, and (ii) it will Issuers shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of pursuant to the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the written request of any Holder Holder, each of Registrable Securities, the Company will Issuers and the Guarantors shall deliver to such Holder a written statement by the Company that it as to whether such Issuer or Guarantor has complied with such information requirements. Nothing in this Section 9 shall be deemed to require the reporting requirements Issuers to register any Securities pursuant to the Exchange Act. The fact that Holders of Registrable Securities may become eligible to sell such Registrable Securities pursuant to Rule 144144 shall not (1) cause such Securities to cease to be Registrable Securities or (2) excuse the Issuers’ and the Guarantors’ obligations set forth in Sections 2 and 3 of this Agreement, including, without limitation, the Securities Act obligations in respect of an Exchange Offer, Initial Shelf Registration and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formSubsequent Shelf Registration.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares Common Stock or Company Shares 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A 144A, (C) Regulation S under the Securities Act or (CD) any similar rule or 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 by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 Each of the Exchange Act or a registration statement pursuant Issuer and the Guarantors covenants that (a) during any period that it is required to the requirements of file reports under the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely shall file the all reports required to be filed by it under in a timely manner in order comply with the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) current public information requirements of Rule 144 under the Securities Act, as such Rule may be amended Act and (“Rule 144”)b) or, if the Company during any period that it is not required to file such reports, it willshall, upon the request of any Holder, make publicly available other information so long as necessary to permit sales each Holder or beneficial owner of Registrable Securities and to any prospective purchaser of Registrable Securities designated by such Holder under or beneficial owner the information required by Rule 144, Rule 144A 144A(d)(4) under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by . Each of the SEC, Issuer and (ii) it will the Guarantors shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of pursuant to the exemptions provided by (ARule 144 and Rule 144A, subject to the expiration of the holding period required for sales under Rule 144(k) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by under the SECSecurities Act. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company will Issuer and the Guarantors shall deliver to such Holder a written statement by as to whether the Company that it has Issuer and the Guarantors have complied with such information requirements. Nothing in this Section 8 shall be deemed to require the reporting requirements of Rule 144, the Issuer or any Guarantor to register any Registrable Securities Act and pursuant to the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formAct.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or 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 by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement Registration Statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement Registration Statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsStock, 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A 144 or (C) any similar rule or 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 by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will use commercially reasonable efforts to timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements. To the reporting requirements of extent any Holder desires to sell Registrable Securities pursuant to Rule 144, the Securities Act Company agrees to provide customary instructions to the transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be delivered to the Exchange Act (at transfer agent in connection with any time after it has become subject to such reporting requirements)sale. In addition, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by agrees to remove any restrictive legend from the Company and such other information as may be reasonably requested in availing Registrable Securities upon the reasonable request of any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formas soon as reasonably permitted by applicable law and customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the and any Registrable Securities Act in respect of the Company Shares or Company Shares Equivalentsremain outstanding, 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 the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Actrules and regulations adopted by the Commission thereunder; provided, as such Rule may be amended (“Rule 144”)) orhowever, that if the Company is not ceases to be so required to file such reports, it will, upon the request of any Holderholder of Registrable Securities, (a) make publicly available other such information so long as is necessary to permit sales by of its securities pursuant to Rule 144 under the Securities Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iic) it will take such further action as any Holder may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, as such rule may be amended from time to time, (Bii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement by the Company that as to whether it has complied with the reporting requirements such requirements. The fact that holders of Rule 144, the Registrable Securities Act and the Exchange Act (at any time after it has may become subject eligible to sell such reporting requirements), or that it qualifies as a registrant whose securities may be resold Registrable Securities pursuant to Form S-3 Rule 144 shall not (at any time after it so qualifies)1) cause such Securities to cease to be Registrable Securities or (2) excuse the Company’s’ obligations set forth in Section 2 of this Registration Rights Agreement, a copy including without limitation the obligations in respect of the most recent annual or quarterly report of the Company an Exchange Offer and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formShelf Registration.

Rule 144 and Rule 144A. If Until the Company shall earliest of (i) the ---------------------- completion of the Exchange Offer, (ii) two years following the Closing Date (or such shorter period as may be specified in Rule 144(k) as then amended) and (iii) the date when all Registrable Notes have filed a registration statement been sold pursuant to the requirements of Section 12 of the Exchange Act Subject Registration Statement or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalentsare no longer Registrable Notes, 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 the Securities Act Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange 1934 Act referred and the rules and regulations adopted by the SEC thereunder for so long as the Company is subject to in subparagraph (c)(1) the reporting requirements of Rule 144 under Section 13 or 15 of the Securities 1934 Act, as such Rule may be amended (“Rule 144”)) or, and if the Company is not ceases to be so required to file such reports, it will, will upon the request of any Holderholder of Registrable Notes, Registrable Warrants or Registrable Warrant Shares (i) make publicly available other such information so long as is necessary to permit sales by pursuant to Rule 144 under the 1933 Act, (ii) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, 1933 Act and (iiiii) it will take such further action as any Holder may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder holder to sell its Registrable Securities Notes, Registrable Warrants or Registrable Warrant Shares without registration under the Securities 1933 Act within the limitation of the exemptions provided by (A) Rule 144144 under the 1933 Act, as such Rule may be amended from time to time, (B) Rule 144A under the 1933 Act, as such Rule may be amended from time to time or (C) any similar rule rules or regulation regulations hereafter adopted by the SECSEC (provided that the obligations of the Company under any such similar rules or regulations shall not be more burdensome in any substantial respect than those referred to in clauses (A) or (B)). Upon the request of any Holder holder of Registrable SecuritiesNotes, Registrable Warrants or Registrable Warrant Shares, the Company will deliver to such Holder holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a ---------------------- registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, 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 the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holderholder of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, information) and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time or (Cb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement by the Company that as to whether it has complied with such requirements. After any sale of Registrable Securities pursuant to this Section 4, the reporting requirements Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities. In order to permit the holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five business days of any such request, the Securities Act Company shall deliver to any such prospective transferee copies of annual audited and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy quarterly unaudited financial statements of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of required to be supplied by the SEC which permits the selling of any such securities without registration or pursuant Company for it to such formcomply with Rule 144A. 5.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 (a) Until such time as all of the Exchange Act or a registration statement pursuant to the requirements of Registrable Securities are freely tradeable by non-affiliates under the Securities Act in respect without the need for current public information, each of the Company Shares or Company Shares Equivalents, Issuer and the Company Guarantors covenants that (ia) so long as during any period that it remains subject is required to file reports under the reporting provisions of Securities Act or the Exchange Act, it will timely shall file the all reports required to be filed by it under in a timely manner in order comply with the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) current public information requirements of Rule 144 under the Securities Act, as such Rule may be amended Act and (“Rule 144”)b) or, if the Company during any period that it is not required to file such reports, it willshall, upon the request of any Holder, make publicly available other information so long as necessary to permit sales each Holder or beneficial owner of Registrable Securities and to any prospective purchaser of Registrable Securities designated by such Holder under or beneficial owner the information required by Rule 144, Rule 144A 144A(d)(4) under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by . Each of the SEC, Issuer and (ii) it will the Guarantors shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of pursuant to the exemptions provided by (ARule 144 and Rule 144A, subject to the expiration of the holding period required for sales under Rule 144(k) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by under the SECSecurities Act. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company will Issuer and the Guarantors shall deliver to such Holder a written statement by as to whether the Company that it has Issuer and the Guarantors have complied with such information requirements. Nothing in this Section 8 shall be deemed to require the reporting requirements Issuer or any Guarantor to register any Registrable Securities pursuant to the Exchange Act. (b) The fact that Holders of Registrable Securities may become eligible to sell such Registrable Securities pursuant to Rule 144, 144 shall not (1) cause such Notes to cease to be Registrable Securities or (2) excuse the Securities Act Issuer’s and the Guarantors’ obligations set forth in Section 2 of this Agreement, including without limitation the obligations in respect of an Exchange Act (at any time after it has become subject to such reporting requirements)Offer, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company Shelf Registration and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formLiquidated Damages.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant hereby agrees that (i) at any time it is not subject to the requirements of section 13 or Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act and there remain outstanding any Registrable Warrants, (A) it shall make available to any Holder upon written request such information as may be required under Rule 144(A)(d)(4) to permit resales of such Registrable Warrants pursuant to Rule 144A under the Securities Act and (B) it shall make publicly available such information concerning the Company specified in paragraphs (a)(5)(i) through and including (a)(5)(xiv) and in paragraph (a)(5)(xvi) of Rule 15c2-11 under the Exchange Act to permit resales of such Registrable Warrants pursuant to Rule 144 under the Securities Act; and (ii) during such times the Company is subject to the requirements of section 13 or section 15(d) of the Exchange Act and there remain outstanding any Registrable Warrants, it shall timely file the periodic and other reports referred to in subparagraph paragraph (c)(1) of Rule 144 to permit resales of such Registrable Warrants pursuant to Rule 144 under the Securities Act. Without limiting the generality of the preceding paragraph, as such Rule may be amended (“Rule 144”)) or, if the Company is not required hereby agrees to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 all such further action actions as any Holder of Registrable Warrants reasonably may reasonably request, all to the extent required from time to time to enable such Holder to sell resell its Registrable Securities Warrants without registration under the Securities Act within the limitation of the exemptions therefrom provided by (A) Rule 144, (B) Rule 144A and Rule 144 under the Securities Act, as such Rules may be amended from time to time, or (C) any similar rule Rule or regulation Regulation hereafter adopted promulgated by the SECCommission. Upon the reasonable request of any Holder of Registrable SecuritiesWarrants, the Company will shall deliver to such Holder a written statement by the Company that notice as to whether it has complied with the reporting requirements of Rule 144, the Securities Act such informational and the Exchange Act (at any time after it has become subject to such reporting other requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the (a) RULE 144. 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 the Securities Act or and the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A 144 under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time, or (Cii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements; PROVIDED, HOWEVER, that nothing in this Section 10(a) shall require the reporting requirements of Rule 144, Company to file reports under the Securities Act and or the Exchange Act (Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time after when it has become subject is not required by law or by any agreement by which it is bound to do any of the foregoing. (b) Upon the request of any Holder, the Registrants shall deliver to such reporting requirements)holder within 10 days following receipt by the Registrants of such request, or that it qualifies the information required by Section (d)(4) of Rule 144A under the Securities Act, as a registrant whose securities such rule may be resold pursuant amended from time to Form S-3 (at time or any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any similar rule or regulation of hereafter adopted by the SEC which permits Commission ("Rule 144A"), and will take such further action as any Holder may request, all to the selling of any extent required from time to time to enable such securities Holder to sell Registrable Securities without registration under the Securities Act within the limitations or pursuant to such form.the exemptions provided by Rule 144A. All information shall be "reasonably current" as defined in Rule 144A.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares Common Stock or Company Shares 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“"Rule 144”")) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A 144A, (C) Regulation S under the Securities Act or (CD) any similar rule or 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 by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) For so long as it remains DPL is ------------- ---------------------- subject to the reporting provisions requirements of Section 13 or 15 of the Exchange Act, it any Registrable Securities remain outstanding and to the extent required by Rule 144(k), DPL will timely file the reports required to be filed by it under the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder. If DPL ceases to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not so required to file such reports, it will, upon the request of any Holder, Holder of Registrable Securities (a) make publicly available other such information so long as is necessary to permit sales by of their Registrable Securities pursuant to Rule 144 under the Securities Act, (b) deliver such Holder under Rule 144, information to purchasers and prospective purchasers as is necessary to permit sales of their Registrable Securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder of Registrable Securities may reasonably requestrequest and (c) take such further action that is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, as such rule may be amended and in effect from time to time, (Bii) Rule 144A under the Securities Act, as such rule may be amended and in effect from time to time or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company DPL will deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements. Without limiting the reporting requirements of Rule 144foregoing, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), DPL will provide a copy of the most recent annual this Agreement upon request to any purchaser or quarterly report prospective purchaser of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formNotes.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents1934 Act, 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 the Securities 1933 Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange 1934 Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Act, as such Rule may be amended (“Rule 144”)) or, if rules and regulations adopted by the SEC thereunder. If the Company is not ceases to be so required to file such reports, the Company covenants that it will, will upon the request of any Holder, Holder of Registrable Shares (a) make publicly available other such information so long as is necessary to permit sales by pursuant to Rule 144 under the 1933 Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, 1933 Act and (ii) it will take such further action as any Holder of Registrable Shares may reasonably request, all and (c) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities Shares without registration under the Securities 1933 Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the 1933 Act, as such Rule may be amended from time to time, (Bii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesShares, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements (at any time after ninety (90) days after the reporting requirements effective date of Rule 144, the Securities first Registration Statement filed by the Company for an offering of its Common Shares to the general public) and of the 1933 Act and the Exchange 1934 Act (at any time after it has become subject to such the reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifiesrequirements of the 1934 Act), a copy of the most recent annual or and quarterly report report(s) of the Company Company, and such other reports reports, documents or shareholder communications of the Company, and documents so filed by the Company and take such other information further actions consistent with this Section 9.1, as a Holder may be reasonably requested request in availing any Holder itself of any rule or regulation of the SEC which permits the selling of allowing a Holder to sell any such securities Registrable Shares without registration or pursuant to such formregistration.

Rule 144 and Rule 144A. If the (a) The Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, agrees it will use its reasonable best efforts to file in a timely file the manner all reports required to be filed by it under pursuant to the Securities Act or and the Exchange Act (includingand the rules and regulations adopted by the SEC thereunder, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if at any time the Company is not required to file such reports, it willfor so long as the Investor holds any Registrable Securities, at any reasonable time and upon the request of any Holder, make publicly available other the Investor; and the Company will (i) furnish the Investor with such information so long as may be necessary to permit enable the Investor to effect sales of Equity-Linked Securities or Senior Notes or any Common stock which may be issued, converted, exchanged or distributed in respect thereof by such Holder under way of dividend, stock split, or other distribution or recapitalization or reclassification with respect to the Equity-Linked Securities or Senior Notes pursuant to Rule 144, 144 or Rule 144A under the Securities Act, as any such Rule may be amended (“Rule 144A”)from time to time, or any similar rules rule or regulations regulation hereafter adopted by the SEC, and (ii) it will take such further action as any Holder may reasonably request, all deliver to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder Investor a written statement by the Company that as to whether it has complied with the reporting requirements of said Rule 144144 or Rule 144A, as applicable. (b) For so long as the Investor holds any Registrable Securities, in connection with a proposed sale by the Investor of Equity-Linked Securities or Senior Notes with a minimum aggregate sales price of at least $25 million pursuant to a Rule 144A “underwriting” involving one or more nationally recognized investment banking firms (an “Eligible 144A Sale”), following receipt by the Company of written notice by the Investor of such proposed sale, the Company shall use its reasonable best efforts to (i) furnish to each underwriter a signed counterpart of a comfort letter from the Company’s independent public accountants in customary form and covering such matters of the kind customarily covered by comfort letters as such underwriter reasonably requests, (ii) subject to the execution of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith judgment (if requested by the Company in its discretion), pursuant to the reasonable written request of the Investor or such underwriter (upon reasonable notice to the Company), provide potential purchasers of such Equity-Linked Securities Act or Senior Notes with an opportunity to discuss the business of the Company with its officers and employees, as shall be appropriate, to assist the Investor in marketing such Equity-Linked Securities or Senior Notes (which discussion may take place via a conference call), provided that any such discussion shall be done in a manner so as to not unreasonably disrupt the operation of the business of the Company (as determined in the reasonable discretion of the Company) and (iii) provide reasonable cooperation to the Investor (as determined in the reasonable discretion of the Company) to assist the Investor in marketing such Equity-Linked Securities or Senior Notes. Notwithstanding the foregoing, the Company shall not be required to comply with any obligation contained in this Section 4.11(b) in connection with more than two (2) Eligible 144A Sales. (c) Notwithstanding anything herein to the contrary, (i) in no event shall the Company be required to participate in any “road show” (other than in connection with a registration pursuant to Section 4.1(a)) or take any action which would be inconsistent with any applicable Laws and (ii) nothing in this Section 4.11 shall be deemed to require the Company to register any of its securities under the Exchange Act (at or file any time after it has become subject resale registration statement to such reporting requirements), or that it qualifies as a registrant whose register any of its securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of under the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formSecurities Act.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, 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 the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holderholder of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, information) and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time or (Cb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement by the Company that as to whether it has complied with such requirements. After any sale of Registrable Securities pursuant to this Section 4, the reporting requirements Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities. In order to permit the holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five business days of any such request, the Securities Act Company shall deliver to any such prospective transferee copies of annual audited and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy quarterly unaudited financial statements of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of required to be supplied by the SEC which permits the selling of any such securities without registration or pursuant Company for it to such form.comply with Rule 144A.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) For so long as it remains the Trust is subject to the reporting provisions requirements of Section 13 or 15(d) of the Exchange Act, the Trust covenants that it will timely file the reports required to be filed by it under the Securities Act Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the Commission thereunder, that if it ceases to in subparagraph be so required to file such reports, it will upon the request of any Holder of Registrable Securities (c)(1i) of make publicly available or cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder of Registrable Securities may reasonably requestrequest in writing, all and (iii) take such further action or cause to be taken 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 Securities Act within the limitation of the exemptions provided by (Ax) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, (By) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (Cz) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon the request of any Holder or proposed holder of Registrable Securities, the Trust will deliver or cause to be delivered to such Holder or proposed holder, to the extent not included in the filings of the Trust under Section 13(a) or 15(d) of the Exchange Act, audited consolidated financial statements of the Bank, of its subsidiaries on an annual basis and quarterly financial statements of the Bank and its subsidiaries. Upon the written request of any Holder of Registrable Securities, the Company Trust will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If With a view to making available certain exemptions from the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements provisions of the Securities Act in respect for the sale of the Company Shares or Company Shares EquivalentsWarrants and Restricted Securities, the Company covenants that: 9.4.1 At all times that (ithe Common Stock is registered under Section 12(b) so long as it remains subject to the reporting provisions or 12(g) of the Exchange Act, it the Company will exercise its best efforts to file timely file the reports required to be filed by it the Company under the Securities Act or and the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not registered under Section 12(b) or 12(g) of the Exchange Act and is not otherwise required to file such reportsreports under Sections 13 or 15(d) thereunder, it will, upon the request of any Holderholder of Registerable Securities, make publicly available such other information required under Rule 144 for so long as necessary to permit sales by such Holder under pursuant to Rule 144, Rule 144A 144 under the 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 may reasonably request, all request to the extent required from time to time to enable such Holder to sell the Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (Aa) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time or (Cb) any similar rule or 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 by the Company that as to whether it has complied with such requirements. 9.4.2 So long as the reporting requirements of Rule 144Registrable Securities constitute restricted securities, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), Company will furnish each Holder a copy of the most recent annual or and quarterly report reports of the Company and such other public reports and documents so filed by as any Holder may reasonably request. 9.4.3 At all times the Company and such other information as may be reasonably requested in availing any Holder of any rule is not subject to Section 13 or regulation 15(d) of the SEC which permits Exchange Act, the selling Company will use its best efforts to provide Warrant Holders, upon their request, the information regarding the Company required by section (d)(4)(i) and (ii) of any such securities without registration or pursuant Rule 144A so as to such form.enable the Warrant Holders to sell Warrants under Rule 144A.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant Issuer or ------------- ---------------------- the Guarantor is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the and any Registrable Securities Act in respect of the Company Shares or Company Shares Equivalentsremain outstanding, the Company covenants Issuer and the Guarantor, as the case may be, agrees that (ia) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder and (b) if it ceases to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not so required to file such reports, it will, upon the request of any HolderHolder of Registrable Securities, (i) make publicly available other such information so long as is necessary to permit sales by of their securities pursuant to Rule 144 under the Securities Act, (ii) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales of their securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder of Registrable Securities may reasonably requestrequest and (iii) take such further action that is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144144 under the Securities Act, as such rule may be amended from time to time, (B) Rule 144A under the Securities Act , as such rule may be amended from time to time, or (C) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company Issuer and the Guarantor will deliver to such Holder a written statement by the Company that as to whether or not it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If With a view to making available certain ---------------------- exemptions from the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements provisions of the Securities Act in respect for the sale of the Company Shares or Company Shares EquivalentsRegistrable Securities, the Company covenants that: 10.4.1 At all times that (ithe Common Stock is registered under Section 12(b) so long as it remains subject to the reporting provisions or 12(g) of the Exchange Act, it the Company will exercise its best efforts to file timely file the reports required to be filed by it the Company under the Securities Act or and the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not registered under Section 12(b) or 12(g) of the Exchange Act and is not otherwise required to file such reportsreports under Sections 13 or 15(d) thereunder, it will, upon the request of any Holderholder of Registrable Securities, make publicly available such other information required under Rule 144 for so long as necessary to permit sales by such Holder under pursuant to Rule 144, Rule 144A 144 under the 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 may reasonably request, all request to the extent required from time to time to enable such Holder to sell the Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (Aa) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time or (Cb) any similar rule or 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 by the Company that as to whether it has complied with such requirements. 10.4.2 So long as the reporting requirements of Rule 144Registrable Securities constitute restricted securities, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), Company will furnish each Holder a copy of the most recent annual or and quarterly report reports of the Company and such other public reports and documents so filed by as any Holder may reasonably request. 10.4.3 At all times the Company and such other information as may be reasonably requested in availing any Holder of any rule is not subject to Section 13 or regulation 15(d) of the SEC which permits Exchange Act, the selling Company will use its best efforts to provide Holders, upon their request, the information regarding the Company required by section (d)(4)(i) and (ii) of any such securities without registration or pursuant Rule 144A so as to such form.enable the Holders to sell Registrable Securities under Rule 144A.

Rule 144 and Rule 144A. If (a) During the Effectiveness Period, for so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15(d) of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents1934 Act, 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 the Securities Act Section 13 or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange 1934 Act referred and the rules and regulations adopted by the SEC thereunder. If during the Effectiveness Period the Company ceases to in subparagraph be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (c)(1a) of make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities 1933 Act, as such Rule may be amended from time to time, (“Rule 144”)b) or, if the Company deliver such information to a prospective purchaser as is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, pursuant to Rule 144A under the Securities 1933 Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SECfrom time to time, and (ii) it will take such further action as any Holder of Registrable Securities may reasonably requestrequest for such purpose, all and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities 1933 Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the 1933 Act, as such Rule may be amended from time to time, (Bii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon During the Effectiveness Period, upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act such requirements. (at b) At any time after it has become subject during the period commencing from the six month anniversary of the Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction or limitation pursuant to such reporting requirementsRule 144 and without the requirement to be in compliance with Rule 144(c)(1), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of if the Company and such other reports and documents so filed by shall fail for any reason to satisfy the Company and such other current public information requirement under Rule 144(c) (a “Public Information Failure”) then, as may be reasonably requested in availing partial relief for the damages to any Holder of any rule or regulation of the SEC which permits the selling Securities by reason of any such securities without registration delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such Holder an amount in cash equal to one and one-half percent (1.5%) of the aggregate Purchase Price of such Holder’s Securities on the day of a Public Information Failure and on every 30th day (pro rated for periods totaling less than 30 days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 5.1(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such formPublic Information Failure Payments are incurred and (ii) the third business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or 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 by the Company that as to whether it has complied with such requirements. To the reporting requirements of extent any Holder desires to sell Registrable Securities pursuant to Rule 144, the Securities Act Company agrees to provide customary instructions to the transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be delivered to the Exchange Act (at transfer agent in connection with any time after it has become subject to such reporting requirements)sale. In addition, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by agrees to remove any restrictive legend from the Company and such other information as may be reasonably requested in availing Registrable Securities upon the reasonable request of any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formas soon as reasonably permitted by applicable law and customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) For so long as it remains either of the ------------- ---------------------- Company and the Trust is subject to the reporting provisions requirements of Section 13 or 15 of the Exchange Act, it any Registrable Securities remain outstanding and to the extent required by Rule 144(k), each of the Company and the Trust will timely file the reports required to be filed by it under the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder; provided, however, that if the Company or the Trust ceases to in subparagraph be so required to file such reports, each will, upon the request of any Holder of Registrable Securities (c)(1a) make publicly available such information as is necessary to permit sales of the Registrable Securities pursuant to Rule 144 under the Securities Act, (b) deliver such information to prospective purchasers as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, of the Registrable Securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder of Registrable Securities may reasonably requestrequest and (c) take such further action that is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, as such rule may be amended from time to time, (Bii) Rule 144A under the Securities Act, as such rule may be amended from time to time or (Ciii) any similar rule rules or regulation 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 by the Company that as to whether it has complied with such requirements. Without limiting the reporting requirements of Rule 144foregoing, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), Company will provide a copy of the most recent annual this Agreement upon request to any purchaser or quarterly report prospective purchaser of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formRegistrable Securities.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant hereby agrees that (i) at any time it is not subject to the requirements of section 13 or Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act and there remain outstanding any Registrable Notes, (A) it shall make available to any Holder upon written request such information as may be required under Rule 144(A)(d)(4) to permit resales of such Registrable Notes pursuant to Rule 144A under the Securities Act and (B) it shall make publicly available such information concerning the Company specified in paragraphs (a)(5)(i) through and including (a)(5)(xiv) and in paragraph (a)(5)(xvi) of Rule 15c2-11 under the Exchange Act to permit resales of such Registrable Notes pursuant to Rule 144 under the Securities Act; and (ii) during such times the Company is subject to the requirements of section 13 or section 15(d) of the Exchange Act and there remain outstanding any Registrable Notes, it shall timely file the periodic and other reports referred to in subparagraph paragraph (c)(1) of Rule 144 to permit resales of such Registrable Notes pursuant to Rule 144 under the Securities Act. Without limiting the generality of the preceding paragraph, as such Rule may be amended (“Rule 144”)) or, if the Company is not required hereby agrees to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 all such further action actions as any Holder of Registrable Notes reasonably may reasonably request, all to the extent required from time to time to enable such Holder to sell resell its Registrable Securities Notes without registration under the Securities Act within the limitation of the exemptions therefrom provided by (A) Rule 144, (B) Rule 144A and Rule 144 under the Securities Act, as such Rules may be amended from time to time, or (C) any similar rule Rule or regulation Regulation hereafter adopted promulgated by the SECCommission. Upon the reasonable request of any Holder of Registrable SecuritiesNotes, the Company will shall deliver to such Holder a written statement by the Company that notice as to whether it has complied with the reporting requirements of Rule 144, the Securities Act such informational and the Exchange Act (at any time after it has become subject to such reporting other requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) For so long as it remains the ------------- ---------------------- Trust is subject to the reporting provisions requirements of Section 13 or 15(d) of the Exchange 1934 Act, the Trust covenants that it will timely file the reports required to be filed by it under the Securities Act Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange 1934 Act referred and the rules and regulations adopted by the SEC thereunder, that if it ceases to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not so required to file such reports, it will, will upon the request of any Holder, Holder of Registrable Notes (i) make publicly available other or cause to be made publicly available such information so long as is necessary to permit sales by pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, 1933 Act and (ii) it will take such further action as any Holder of Registrable Notes may reasonably requestrequest in writing, all and (iii) take such further action or cause to be taken 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 Securities 1933 Act within the limitation of the exemptions provided by (Ax) Rule 144144 under the 1933 Act, as such Rule may be amended from time to time, (By) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (Cz) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder or proposed holder of Registrable SecuritiesNotes, the Company Trust will deliver or cause to be delivered to such Holder or proposed holder, to the extent not included in the filings of the Trust under Section 13(a) or 15(d) of the 1934 Act, audited consolidated financial statements of the Bank, of its subsidiaries on an annual basis and quarterly financial statements of the Bank and its subsidiaries. Upon the written request of any Holder of Registrable Notes, the Trust will deliver to such Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. (a) If the Company shall have filed a registration statement Registration Statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement Registration Statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely shall file the reports required to be filed by it under the Securities Act or and the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any HolderOwner of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, information) and (ii) it will take such further action as any Holder Owner of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Owner to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder Owner of Registrable Securities, the Company will shall deliver to such Holder Owner a written statement by the Company that as to whether it has complied with such requirements. After any sale of Registrable Securities pursuant to this Section 4(a), the reporting requirements Company shall, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities. (b) In order to permit the Owners of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A, the Company shall comply with all rules and regulations of the Commission applicable in connection with use of Rule 144144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A), which would be purchasing such Registrable Securities in reliance upon Rule 144A, may request from the Company information regarding the business, operations and assets of the Company. Within five business days after receipt by the Company of any such request, the Securities Act Company shall deliver to any such prospective transferee copies of annual audited and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy quarterly unaudited financial statements of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of required to be supplied by the SEC which permits the selling of any such securities without registration or pursuant Company for it to such form.comply with Rule 144A.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the The Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will shall timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it willshall, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will shall deliver to such Holder a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares Common Stock or Company Shares Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will use best efforts to timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any HolderHolder of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder of Registrable Securities under Rule 144, Rule 144A under the 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, all to the extent required from time to time to enable such Holder of Registrable Securities to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder of Registrable Securities a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. (a) If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or files a registration statement pursuant to the requirements of the Securities Act in respect or Section 12 of the Company Shares or Company Shares EquivalentsExchange Act, 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 the Securities Act or and the Exchange Act and the rules and regulations adopted by the SEC thereunder (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holderholder of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”information), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder holder of Registrable Securities reasonably may reasonably request, all to the extent required from time to time time, to enable such Holder the holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act as amended from time to time, (B) Rule 144A or (Cii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder the holder a written statement by the Company that as to whether it has complied with the reporting requirements Rule 144 or any successor rule requirements. The Company also covenants that it will provide all such information and it will take such further action as any holder of Rule 144, Registrable Securities reasonably may request to enable the holder to sell Registrable Securities without registration under the Securities Act and within the Exchange Act (at any limitation of Rule 144A under the Securities Act, as amended from time after it has become subject to such reporting requirements)time, or that it qualifies as a registrant whose securities any successor rule requirements. (b) If any proposed sale of Registrable Securities may be resold effected by the holders thereof pursuant to Form S-3 (at Rule 144(k) without any time after it so qualifies)adverse effect on the proposed sale, a copy including without limitation the contemplated sale price or the quantity of Registrable Securities to be sold, then the holders of the most recent annual Registrable Securities covenant to rely upon Rule 144(k) in the sale thereof in lieu of requesting a Demand Registration; provided, however, the holders of Registrable Securities shall not be obligated to take any action so that they are eligible to use or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested rely upon Rule 144(k) in availing connection with any Holder of any rule sale or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formdistribution.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder Hxxxxx a written statement by the Company that as to whether it has complied with such requirements. To the reporting requirements of extent any Holder desires to sell Registrable Securities pursuant to Rule 144, the Securities Act Company agrees to provide customary instructions to the transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be delivered to the Exchange Act (at transfer agent in connection with any time after it has become subject to such reporting requirements)sale. In addition, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by agrees to remove any restrictive legend from the Company and such other information as may be reasonably requested in availing Registrable Securities upon the reasonable request of any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formas soon as reasonably permitted by applicable law and customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) For so long as it remains either of the Lessee and/or the Lease Guarantor is not subject to the reporting provisions requirements of Section 13 or 15 of the Exchange 1934 Act, the Lessee or Lease Guarantor, as the case may be, covenants that it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, Holder of Registrable Certificates (a) make publicly available other such information so long as is necessary to permit sales by pursuant to Rule 144 under the 1933 Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities 1933 Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iic) it will take such further action as any Holder may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Certificates without registration under the Securities 1933 Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the 1933 Act, as such Rule may be amended from time to time, (Bii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesCertificates, the Company Lessee and Lease Guarantor will each deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements. Each of the Lessee and the Lease Guarantor agrees to comply with the information obligations to the extent that it is required by applicable law or regulation. If either or both of the Lessee and the Lease Guarantor become subject to the reporting requirements of Rule 144Section 13 or 15 of the 1934 Act, each of the Securities Lessee and/or the Lease Guarantor, as the case may be, covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company rules and such other reports and documents so filed regulations adopted by the Company and SEC thereunder, unless it ceases to be so required to file such other information as may be reasonably requested reports, in availing any Holder of any rule or regulation of which case it will comply with the SEC which permits covenants in the selling of any such securities without registration or pursuant to such formimmediately preceding paragraph.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalentsand any Registrable Units remain outstanding, 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 the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under and the Securities Actrules and regulations adopted by the SEC thereunder; provided, as such Rule may be amended (“Rule 144”)) orhowever, that if the Company is not ceases to be so required to file such reports, it will, upon the request of any HolderHolder of Registrable Units, (a) make publicly available other such information so long as is necessary to permit sales by of its securities pursuant to Rule 144 under the Securities Act, (b) deliver such Holder under Rule 144, information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iic) it will take such further action as any Holder may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Units without registration under the Securities Act within the limitation of the exemptions provided by (Ai) Rule 144144 under the Securities Act, as such rule may be amended from time to time, (Bii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (Ciii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesUnits, the Company will deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements. No Inconsistent Agreements. The Company has not entered into, nor will the reporting requirements Company on or after the date of Rule 144this Agreement enter into, any agreement which is inconsistent with the Securities Act and rights granted to the Exchange Act (at any time after it has become subject to such reporting requirements), Holders of Registrable Units in this Agreement or that it qualifies as otherwise conflicts with the provisions hereof without the written consent of Holders of a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy majority of the most recent annual or quarterly report number of outstanding Registrable Units. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company Company's other issued and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of outstanding securities under any such securities without registration or pursuant to such formagreements.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares EquivalentsAct, 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 the Securities Act or and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holderholder of Registrable Securities, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, information) and (ii) it will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the Securities Act, (B) as such Rule 144A may be amended from time to time or (Cb) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement by the Company that as to whether it has complied with such requirements. After any sale of Registrable Securities pursuant to this Section 4, the reporting requirements Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities. In order to permit the holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) that would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five business days of any such request, the Securities Act Company shall deliver to any such prospective transferee copies of annual audited and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy quarterly unaudited financial statements of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of required to be supplied by the SEC which permits the selling of any such securities without registration or pursuant Company for it to such form.comply with Rule 144A.

Rule 144 and Rule 144A. If (a) Each of Funding and the Company shall have filed a registration statement pursuant Partnership covenants that (A) for so long as Funding is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares 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 the Securities Act and Section 13(a) or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d15(e) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder and (B) that if it ceases to in subparagraph be so required to file such reports, it will upon the request of any Holder (c)(1i) of make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, pursuant to Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, Act and (ii) it will take such further action as any Holder may reasonably request, all and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Series A Notes without registration under the Securities Act within the limitation of the exemptions provided by (Aa) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, (Bb) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (Cc) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable SecuritiesHolder, Funding and the Company Partnership will deliver to such Holder a written statement by the Company that as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8(a) shall be deemed to require Funding or the Partnership to register any Securities under the Exchange Act. (b) Each of TCHI and the Partnership covenants that (A) if and whenever TCHI is subject to the reporting requirements of Rule 144Section 13 or 15 of the Exchange Act, that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(e) of the Exchange Act and the rules and regulations adopted by the SEC thereunder and (at B) that whenever it is not required to file such reports, it will upon the request of any Holder (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act and it will take such further action as any Holder may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time after to time to enable such Holder to sell its Registrable Series A Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (b) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (c) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder, TCHI and the Partnership will deliver to such Holder a written statement as to whether it has become subject complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8(b) shall be deemed to such reporting requirements), require TCHI or that it qualifies as a registrant whose securities may be resold pursuant the Partnership to Form S-3 (at register any time after it so qualifies), a copy of Securities under the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formExchange Act.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares Common Stock or Company Shares 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 the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the 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 Bisnode Holder may reasonably request, all to the extent required from time to time to enable such Bisnode Holder to sell Bisnode Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Bisnode Holder of Bisnode Registrable Securities, the Company will deliver to such Bisnode Holder a written statement by the Company that as to whether it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.