Common use of Rules 144 and 144A Clause in Contracts

Rules 144 and 144A. The Company and the Guarantors shall use their reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their its reasonable best efforts to file or cause to be filed the reports required to be filed by them it or any Guarantor, as the case may be, under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company and each Guarantor is not required to file such reports, the Company and the Guarantors it will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make or cause to be made publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant covenants that they it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors or any Guarantor to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The To the extent it shall be required to do so, the Company and the Guarantors shall use their reasonable its best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant covenants that they it will take such further action as any Holder of Initial Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act. If at any time any parent company of the Company becomes a Guarantor (there being no obligation of any parent company of the Company to do so) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Initial Securities pursuant to the foregoing requirements, may at the option of the Company, be filed by and be those of such parent company rather than the Company.

Rules 144 and 144A. The Company and the Guarantors shall use their its commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Initial Securities that are “restricted securities” securities within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)) without the need for public information, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant covenants that they it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Note Guarantors shall use their reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Note Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within Transfer Restricted Notes or the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Market-Maker, make publicly available other information so long as necessary to permit sales of their Securities such Holder's or the Market-Maker's securities pursuant to Rules 144 and 144A. The Company and the Note Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes or the Market-Maker may reasonably request, all to the extent required from time to time to enable such Holder or the Market-Maker to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company and the Note Guarantors shall deliver to such Holder or the Market-Maker a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 9 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors Guarantor shall use their reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company or the Guarantor is not required to file such reports, the Company and the Guarantors it will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their such Holder's Securities pursuant to Rules 144 and 144A. The Company and the Guarantors Guarantor covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Initial Securities, the Company and the Guarantor shall deliver to such Holder a written statement as to whether they have complied with such requirements. The Company on behalf of itself and the Guarantors Guarantor will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company and the Guarantor by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors Guarantor to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Initial Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Company, on behalf of itself and the Guarantors Guarantors, will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Issuers and the Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Issuers and the Guarantors are not required to file such reports, the Company and the Guarantors it will, upon the reasonable request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company Issuers and the Guarantors covenant that they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself Issuers and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuers and the Guarantors by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company Issuers and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuers and the Guarantors to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors Parent shall use their its respective commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Parent is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company Issuer and the Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself Issuer and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company Issuer and the Guarantors by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company Issuer and the Guarantors shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors Issuer to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Note Guarantors shall use their reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Note Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within Transfer-Restricted Notes or the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Market-Maker, make publicly available other information so long as necessary to permit sales of their Securities such Holder's or the Market-Maker's securities pursuant to Rules 144 and 144A. The Company and the Note Guarantors covenant that they will take such further action as any Holder of Securities Transfer-Restricted Notes or the Market-Maker may reasonably request, all to the extent required from time to time to enable such Holder or the Market-Maker to sell Securities Transfer-Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial SecuritiesTransfer-Restricted Notes, the Company and the Note Guarantors shall deliver to such Holder or the Market-Maker a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 9 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Note Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Note Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within Transfer Restricted Notes or the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Market-Maker, make publicly available other information so long as necessary to permit sales of their Securities such Holder's or the Market-Maker's securities pursuant to Rules 144 and 144A. The Company and the Note Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes or the Market-Maker may reasonably request, all to the extent required from time to time to enable such Holder or the Market-Maker to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company and the Note Guarantors shall deliver to such Holder or the Market-Maker a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 9 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Issuers and the Guarantors Guarantor Subsidiaries shall use their reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Issuers and the Guarantor Subsidiaries are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their Securities such Holdxx'x xecurities pursuant to Rules 144 and 144A. The Company Issuers and the Guarantors Guarantor Subsidiaries covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company Issuers shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors Issuers to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their reasonable respective best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner (except to the extent that any Guarantor is permitted to omit filing such reports in accordance with the terms of any ruling or no-action letter issued by the Securities and Exchange Commission) and, if at any time Holdings the Company or any Guarantor is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company and the Guarantors by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors PBF Parties shall use their commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the PBF Parties are not required to file such reports, the Company and the Guarantors they will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant Each PBF Party covenants that they it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)), unless the Partnership 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. The Company To the extent not available on behalf of itself and XXXXX, the Guarantors PBF Parties will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Partnership by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company PBF Parties shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors PBF Parties to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Each of the Company and the Guarantors Guarantor shall use their its reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The Company and the Guarantors Guarantor covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and ) in the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to event that the Company by or the Initial Purchasers upon request. If the Company Guarantor ceases to be a reporting company under subject to or in compliance with Schedule 13 or 15(d) of the Exchange Act, upon ). Upon the written request of any Holder of Initial Transfer Restricted Securities, the Company and the Guarantor shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company For so long as the Securities remain outstanding and are "restricted securities" within the Guarantors shall use their reasonable efforts to file the reports required to be filed by them meaning of Rule 144(a)(3) under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reportsAct, the Company and each of the Guarantors willwill furnish to Holders of the Securities and prospective purchasers of the Securities designated by such Holders, upon the request of any Holder of Securities that are “restricted securities” within such Holders or such prospective purchasers, the meaning of Rule 144 and are not saleable information required to be delivered pursuant to Rule 144(d)144(d)(4) under the Securities Act, make publicly available other information so long as necessary unless the Company is then subject to permit sales and in compliance with Section 13 or 15(d) of their Securities pursuant to Rules 144 and 144A. the Exchange Act. The Company and the Guarantors covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the reasonable written request of any Holder of Initial Transfer Restricted Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and each of the Guarantors shall use their reasonable its best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company or any of the Guarantors is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and each of the Guarantors covenant covenants that they it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf and each of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and each of the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and or the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Each of the Company and the Guarantors Guarantor shall use their commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Guarantor are not required to file such reports, the Company and the Guarantors each will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Each of the Company and the Guarantors covenant Guarantor covenants that they it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors Guarantor will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company and the Guarantor by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and the Guarantor shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and or the Guarantors Guarantor to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their respective reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors to register any of their securities pursuant to the Exchange ActAct nor shall it be deemed to require any Guarantor to file reports with the Commission or make public any information that it would not be required by law to file or make available.

Rules 144 and 144A. The Each of the Company and the Guarantors shall use their its commercially reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company or a Guarantor is not required to file such reports, the Company and the Guarantors it will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Registrable Securities, make publicly available other information for so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The Company and each of the Guarantors covenant that they 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 Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Registrable Securities, each of the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 6 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company For so long as the Securities remain outstanding ------------------ and are "restricted securities" within the Guarantors shall use their reasonable efforts to file the reports required to be filed by them meaning of Rule 144(a)(3) under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reportsAct, the Company and each of the Guarantors willwill furnish to Holders of the Securities and prospective purchasers of the Securities designated by such Holders, upon the request of any Holder of Securities that are “restricted securities” within such Holders or such prospective purchasers, the meaning of Rule 144 and are not saleable information required to be delivered pursuant to Rule 144(d)144(d)(4) under the Securities Act, make publicly available other information so long as necessary unless the Company is then subject to permit sales and in compliance with Section 13 or 15(d) of their Securities pursuant to Rules 144 and 144A. the Exchange Act. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Upon the reasonable written request of any Holder, the Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be --------- deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Subsidiary Guarantors shall use their reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company or any of the Subsidiary Guarantors is not required to file such reports, the Company and the Guarantors it will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company and the Subsidiary Guarantors covenant that they each will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company or any of the Subsidiary Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and or any of the Subsidiary Guarantors to register any of their respective securities ties pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their reasonable respective best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner (except to the extent that any Guarantor is permitted to omit filing such reports in accordance with the terms of any ruling or no-action letter issued by the Commission) and, if at any time Holdings the Company or any Guarantor is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company and the Guarantors by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Issuers and the Guarantors shall use their respective reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Issuers and the Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The Company Issuers and the Guarantors covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company Issuers and the Guarantors shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company Issuers and the Guarantors to 15 15 register any of their securities pursuant to the Exchange ActAct nor shall they be deemed to require any Guarantor to file reports with the Commission or make public any information that it would not be required by law to file or make available.

Rules 144 and 144A. The Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Subsidiary Guarantor are not required to file such reports, the Company and the Guarantors they will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and the Subsidiary Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities Transfer Restricted Notes identified to the Company by the Initial Purchasers Purchaser upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company shall deliver to such Holder a written statement as to whether it has the Company and the Subsidiary Guarantors have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors or any Subsidiary Guarantor to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company it and the Subsidiary Guarantors will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The So long as Transfer Restricted Securities remain outstanding, the Company and the Subsidiary Guarantors covenant that after February 12, 2003 they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial So long as Transfer Restricted Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Actremain outstanding, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has and the Subsidiary Guarantors have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors or any Subsidiary Guarantor to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company and the Guarantors covenant that they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The To the extent that the Initial Securities are Transfer Restricted Securities, the Company and the Guarantors shall use their its commercially reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The To the extent that the Initial Securities are Transfer Restricted Securities, the Company and the Guarantors covenant covenants that they it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Dealer Manager upon request to the extent that the Initial Purchasers upon requestSecurities are Transfer Restricted Securities. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 The Company shall not be deemed to require the Company and the Guarantors required to register any of their securities the Securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Subsidiary Guarantors are not required to file such reports, the Company and the Guarantors it will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The Company and the Subsidiary Guarantors covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Subsidiary Guarantors to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Guarantors are not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company and the Guarantors covenant that they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers Purchaser upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors Guarantors, if any, shall use their respective reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company or any of the Guarantors, if any, are not required to file such reports, the Company and the Guarantors they will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and each of the Guarantors covenant Guarantors, if any, covenants that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors Guarantors, if any, will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company and the Guarantors, if any, by the Initial Purchasers Purchaser upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and the Guarantors, if any, shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and or the Guarantors Guarantors, if any, to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and each of the Guarantors shall use their reasonable its best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company or any of the Guarantors is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company and each of the Guarantors covenant covenants that they it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf and each of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and each of the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and or the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors Parent Guarantor shall use their reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner (provided that the Company need not file such reports if, and so long as, it would not be required to do so pursuant to Rule 12h-5 under the Exchange Act) and, if at any time Holdings the Company or the Parent Guarantor is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. 144A (or any successor rule adopted by the Commission). The Company and the Guarantors covenant covenants that they it will take such further action as any Holder of Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)) if applicable). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities Transfer Restricted Notes identified to the Company by the Initial Purchasers Purchaser upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Guarantors are not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company and the Guarantors by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and each of the Guarantors shall use their its respective reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company or any of the Guarantors is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and each of the Guarantors covenant that they it will take such further action as any Holder the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities then outstanding may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder Holders of Initial Securitiesa majority in aggregate principal amount of the Transfer Restricted Securities then outstanding, the Company and the Guarantors shall deliver to such Holder the Holders a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and or the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Issuer and the Guarantors shall use their commercially reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Issuer and the Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Initial Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company Issuer and the Guarantors covenant that they will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself Issuer and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company Issuer and the Guarantors by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company Issuer and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company Issuer and the Guarantors to register any of their securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company Company, on behalf of itself and the Guarantors Guarantors, will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Note Guarantors shall use their commercially reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company and the Note Guarantors are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within Transfer Restricted Notes or the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Market-Maker, make publicly available other information so long as necessary to permit sales of their Securities such Holder’s or the Market-Maker’s securities pursuant to Rules 144 and 144A. The Company and the Note Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes or the Market-Maker may reasonably request, all to the extent required from time to time to enable such Holder or the Market-Maker to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company and the Note Guarantors shall deliver to such Holder or the Market-Maker a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 9 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Issuer and the Guarantors shall use their respective commercially reasonable efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner (except to the extent that any Guarantor is permitted to omit filing such reports in accordance with the terms of any ruling or no-action letter issued by the Commission) and, if at any time Holdings the Issuer or any Guarantor is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Notes, make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. The Company Issuer and the Guarantors covenant that they will take such further action as any Holder of Securities Transfer Restricted Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities Transfer Restricted Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself Issuer and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities Notes identified to the Company Issuer and the Guarantors by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial SecuritiesTransfer Restricted Notes, the Company Issuer and the Guarantors shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors Issuer to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their its 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 Commission thereunder in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company and the Guarantors it will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their Securities such Holder’s securities pursuant to Rules 144 and 144A. 144A or any successor rule or regulation hereafter adopted by the Commission. The Company and the Guarantors covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors shall use their reasonable its best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings the Company is not required to file such reports, the Company and the Guarantors it will, upon the request of any Holder of Initial Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company and the Guarantors covenant covenants that they it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be is not at any time a reporting company under the Exchange Act, upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirementsthe requirements on its part to be complied with of Rule 144 or Rule 144A under the Securities Act, as applicable. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company and the Guarantors Guarantors, if any, shall use their respective reasonable best efforts to file the reports required to be filed by them under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Company or any of the Guarantors, if any, are not required to file such reports, the Company and the Guarantors they will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Securities, make publicly available other information so long as necessary to permit sales of their Securities securities pursuant to Rules 144 and 144A. The Company and each of the Guarantors covenant Guarantors, if any, covenants that they will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and the Guarantors Guarantors, if any, will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company and the Guarantors, if any, by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon Upon the request of any Holder of Initial Securities, the Company and the Guarantors, if any, shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and or the Guarantors Guarantors, if any, to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Company Issuer and the Guarantors Guarantor shall use their respective reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is the Issuer and the Guarantor are not required to file such reports, the Company and the Guarantors they will, upon the written request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their Securities such Holder's securities pursuant to Rules 144 and 144A. The Company Issuer and the Guarantors Guarantor covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Transfer Restricted Securities, the Company Issuer and the Guarantor shall deliver to such Holder a written statement as to whether it has they have complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company Issuer and the Guarantors Guarantor to register any of their securities pursuant to the Exchange ActAct nor shall they be deemed to require the Guarantor to file reports with the Commission or make public any information that it would not be required by law to file or make available.

Rules 144 and 144A. The Each of the Company and the Guarantors Guarantor shall use their its reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities such Holder’s securities pursuant to Rules 144 and 144A. The Company and the Guarantors Guarantor covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and ) in the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to event that the Company by or the Initial Purchasers upon request. If the Company Guarantor ceases to be a reporting company under subject to or in compliance with Schedule 13 or 15(d) of the Exchange Act, upon ). Upon the written request of any Holder of Initial Transfer Restricted Securities, the Company and the Guarantor shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 8 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The Each of the Company and the Guarantors Guarantor shall use their its reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reports, the Company and the Guarantors will, upon the request of any Holder of Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available other information so long as necessary to permit sales of their Securities such Holder’s securities pursuant to Rules 144 and 144A. The Company and the Guarantors Guarantor covenant that they will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and and, in the case of the Notes, Rule 144A (including including, without limitation, the requirements of Rule 144A(d)(4)). The Company on behalf of itself and ) in the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to event that the Company by or the Initial Purchasers upon request. If the Company Guarantor ceases to be a reporting company under subject to or in compliance with Schedule 13 or 15(d) of the Exchange Act, upon ). Upon the written request of any Holder of Initial Transfer Restricted Securities, the Company and the Guarantor shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors to register any of their its securities pursuant to the Exchange Act.

Rules 144 and 144A. The So long as any Transfer Restricted Securities ------------------ remain outstanding, the Company and the Guarantors shall use their its reasonable best efforts to file the reports required to be filed by them it under the Securities Act and the Exchange Act in a timely manner and, if at any time Holdings is not required to file such reports, the Company and the Guarantors willor, upon the request of any Holder of Initial Securities that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d)Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their such Securities pursuant to Rules 144 and 144A. 144A under the Securities Act. The Company and the Guarantors covenant each Guarantor covenants that they it will use its respective reasonable best efforts to take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell such Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company on behalf of itself and Upon the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. If the Company ceases to be a reporting company under the Exchange Act, upon the written request of any Holder of Initial Securities that are Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company and the Guarantors or any Guarantor to register any of their its securities pursuant to the Exchange Act.