Common use of Rules 144 and 144A Clause in Contracts

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers covenant and agree Company covenants that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, it will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act, in each case for so long as any Registrable Notes remain outstanding. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act 144 and Rule 144A.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation limitations of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Rules 144 and 144A. The Each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Notes Securities remain outstanding that they it will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree that they agrees that, to the extent required under the Exchange Act, it will timely file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes Securities remain outstanding that they it will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes Securities remain outstanding that they will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding outstanding, that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act 144 and Rule 144A.

Rules 144 and 144A. The For so long as any Registrable Notes remain outstanding, each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The For so long as the Registrable Notes remain outstanding, each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such GuarantorIssuer, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will use reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes Securities remain outstanding that they it will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under and Rule 144A unless the Securities Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A.144A then in effect.

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required required, if any, to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner (subject to extensions permitted thereunder) in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is Issuers are not required to file such reports, the Company or such Guarantor, as the case may be, they will, upon the reasonable request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers further covenant and agree, that for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rules 144 and 144A. The Issuers covenant and agree that they will use reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes Securities remain outstanding that they will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.144A unless the Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Rules 144 and 144A. The Each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers Company further covenant covenants and agreeagrees, for so long as any Registrable Notes Securities remain outstanding that they it will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Rules 144 and 144A. The For so long as any Registrable Notes remain outstanding, the Co-Issuers covenant and agree that they will file the reports required required, if any, to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is Co-Issuers are not required to file such reports, the Company or such Guarantor, as the case may be, they will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Co-Issuers further covenant and agree, that for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rules 144 and 144A. The Issuers covenant For so long as the Registrable Notes remain outstanding, the Company covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers Company further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding outstanding, that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Notes Securities remain outstanding that they it will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers Company and the Guarantors covenant and agree that they will file the reports required required, if any, to be filed by them the Company and the Guarantors under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is and the Guarantors are not required to file such reports, the Company or such Guarantor, as the case may be, they will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers Company and the Guarantors further covenant and agree, that for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) 144 and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required required, if any, to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is Issuers are not required to file such reports, the Company or such Guarantor, as the case may be, they will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information as required by, and so long as necessary to permit sales of the Registrable Notes pursuant to to, Rule 144A. 144A under the Securities Act. The Issuers further covenant and agree, that for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rules 144 and 144A. The Issuers and Guarantors covenant and agree that they will file the reports required required, if any, to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is Issuers are not required to file such reports, the Company or such Guarantor, as the case may be, they will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers and Guarantors further covenant and agree, that for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding outstanding, that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Rules 144 and 144A. The Issuers covenant and agree that they will shall use their best efforts to file the any reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Notes, make available such information necessary to permit sales pursuant to Rule 144A. The 144A under the Securities Act. Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Transfer Restricted Notes remain outstanding that they it will take such further action as make available to any Holder of Registrable Notes may reasonably requestTransfer Restricted Notes, all information necessary to the extent required from time to time to enable such holder to sell Registrable Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Rules 144 and 144A. The Issuers covenant and agree Company covenants that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, it will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act, in each case for so long as any Registrable Notes remain outstanding. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required request from time to time to enable such holder Holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Notes remain outstanding, and if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. of the type specified in Sections 13 and 15(d) of the Exchange Act. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they will take such further action as outstanding, to make available to any Holder or beneficial owner of Registrable Notes may reasonably request, all to the extent required from time to time to enable in connection with any sale thereof and any prospective purchaser of such holder to sell Registrable Notes without registration under from such Holder or beneficial owner the Securities Act within the limitation of the exemptions provided information required by Rule 144(k144A(d)(4) and 144(c) under the Securities Act in order to permit resales of such Registrable Notes pursuant to Rule 144A and Rule 144A.144(k).

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will use reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes Securities remain outstanding that they it will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) 144 under the Securities Act and Rule 144A.144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Rules 144 and 144A. The Each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.144A. Table of Contents

Rules 144 and 144A. The Issuers covenant and agree that they will file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such documents and information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

Rules 144 and 144A. The Issuers covenant and agree that they will use their reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor is Issuers are not required to file such reports, the Company or such Guarantor, as the case may be, Issuers will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes Securities remain outstanding outstanding, that they will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) 144 under the Securities Act and Rule 144A.144A unless the Issuers are then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.

Rules 144 and 144A. The Each of the Issuers covenant covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. The 144A under the Securities Act. Each of the Issuers further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding out- standing that they it will take such further action as make available to any Holder of Registrable Notes may reasonably requestNotes, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor such Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. 144A under the Securities Act. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes remain outstanding that they it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act and Rule 144A.Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.

Rules 144 and 144A. The Issuers covenant Issuer covenants and agree agrees that they it will use commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, if at any time the Company or any Guarantor Issuer is not required to file such reports, the Company or such Guarantor, as the case may be, Issuer will, upon the request of any Holder or beneficial owner of Registrable NotesSecurities, make available such information necessary to permit sales pursuant to Rule 144A. The Issuers Issuer further covenant covenants and agreeagrees, for so long as any Registrable Notes Securities remain outstanding that they it will take such further action as any Holder of Registrable Notes Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Notes Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.144A unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder satisfy the information requirements of Rule 144A then in effect.