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

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (iA) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iiB) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iiiC) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as To the extent the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so . To the extent the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) to prospective purchasers as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 Act, Securities Act and take such further action as any Holder of Registrable Securities may reasonably request and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Subsidiary Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants and the Subsidiary Guarantors covenant that it they will file all and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Company and the Subsidiary Guarantors cease to be so required to file and furnish such reports, it the Company and Subsidiary Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities Transfer Restricted Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Transfer Restricted Notes may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Notes, the Company and the Subsidiary Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities Notes, (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Operating Partnership is subject to the reporting requirements of Section 13 or Section 15 of the 1934 Act, the Company Operating Partnership covenants that it will shall file all the reports required to be filed by it under the 1933 Act and Section 13(a) or Section 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Operating Partnership ceases to be so required to file such reports, the Operating Partnership covenants that it will shall upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it shall take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will Operating Partnership shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company is not subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company also covenants that if it ceases to be so required to file such reports, it will provide the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any Holder or beneficial owner which continue to be “restricted securities” within the meaning of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144(a)(3) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) it will take such further action that is reasonable in the circumstancesas any holder of such Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, so long as such provision does not require the public filing of information relating to the Company which the Company is not otherwise required to file, (yb) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zc) any similar rules rule or regulations regulation hereafter adopted by the SECSEC that does not require the public filing of information relating to the Company. Upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so So long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For If Splitco shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Splitco Common Stock or Common Stock Equivalents, Splitco covenants that (i) so long as the Company is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Company covenants that it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by the SEC thereunderSecurities Act, that as such Rule may be amended (“Rule 144”)) or, if it ceases to be so Splitco is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Splitco will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, thereunder and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇Securities Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities Notes or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇Securities Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zC) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActAct and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as To the extent the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so . To the extent the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) to prospective purchasers as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 Act, Securities Act and take such further action as any Holder of Registrable Securities may reasonably request and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder ▇▇▇▇▇▇ a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or Section 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or Section 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, including without limitation, limitation the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule rule may be amended from time to time, (yB) Rule 144A under the 1933 Act, as such Rule rule may be amended from time to time, or (zC) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Issuer Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it and the Issuer Trust, as the case may be, will use its best efforts to file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, that or, if it ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company or the Issuer Trust, as the case may be, will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Issuer ceases to be so required to file such reports, the Issuer covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer agrees to comply with the information obligations to the extent that they are required by applicable law or regulation.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company Issuer covenants that it will file all the reports required to be filed by it them under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yb) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (zc) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder or beneficial owner of Registrable Securities, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 13 of 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company is not subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company also covenants that if it ceases to be so required to file such reports, it will provide the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any Holder or beneficial owner which continue to be "restricted securities" within the meaning of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144(a)(3) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) it will take such further action that is reasonable in the circumstancesas any holder of such Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, so long as such provision does not require the public filing of information relating to the Company which the Company is not otherwise required to file, (yb) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zc) any similar rules rule or regulations regulation hereafter adopted by the SECSEC that does not require the public filing of information relating to the Company. Upon the request of any Holder or beneficial owner of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; PROVIDED, HOWEVER, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Act, Securities Act and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; PROVIDED, HOWEVER, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities Notes, (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Guarantor covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Guarantor ceases to be so required to file such reports, the Guarantor covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements. The Guarantor’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇1▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇1▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Equity or Common Equity Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Issuer ceases to be so required to file such reports, the Issuer covenants that it will upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Guarantor are subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it and the Guarantor will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; PROVIDED, HOWEVER, that if it the Company and the Guarantor ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities Securities, (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 1993 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder. If the Company is not subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company also covenants that if it ceases to be so required to file such reports, it will provide the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, which continue to be "restricted securities" within the information specified in meaning of Rule 144(c)(2144(a)(3) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) it will take such further action that is reasonable in the circumstancesas any holder of such Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, so long as such provision does not require the public filing of information relating to the Company which the Company is not otherwise required to file, (yb) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zc) any similar rules rule or regulations regulation hereafter adopted by the SECSEC that does not require the public filing of information relating to the Company. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇1▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇1▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in under the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the The Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder in a timely manner and, that if it ceases to be so at any time the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Securities, make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) . The Company further covenants that it will take such further action that is reasonable in the circumstancesas any Holder of Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (zb) any similar rules rule or regulations regulation hereafter adopted by the SECSEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and the rules and regulations adopted referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC thereunderunder the Securities Act, that as such Rule may be amended (“Rule 144”)) or, if it ceases to be so the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to by such Holder under Rule 144 144, Rule 144A promulgated by the SEC under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company’s obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For If and for so long as the Company is Co-Issuers and the Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Co-Issuers and the Guarantors covenant that it they will file all and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Co-Issuers and the Guarantors cease to be so required to file and furnish such reports, it the Co-Issuers and Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities Transfer Restricted Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Transfer Restricted Notes may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Notes, the Company Co-Issuers and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For During the Effectiveness Period, for so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 13 of 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If during the Effectiveness Period the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon During the Effectiveness Period, upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Act, Securities Act and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities the Standby Purchaser (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as the Standby Purchaser may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder the Standby Purchaser to sell its Registrable Securities Shares without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securitiesthe Standby Purchaser, the Company will deliver to such Holder the Standby Purchaser a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it Corporation and the Trust, as the case may be, will their its best efforts to file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Corporation and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available or cause to be made publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause to be delivered, promptly following delivered such information to a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇1933 Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇1933 Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in under the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the The Company covenants that it will file all ---------------------- the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder in a timely manner and, that if it ceases to be so at any time the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Securities, make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) . The Company further covenants that it will take such further action that is reasonable in the circumstancesas any Holder of Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (zb) any similar rules rule or regulations regulation hereafter adopted by the SECSEC (it being expressly understood that the foregoing shall not create any obligation on the part of the Company to file periodic reports or other reports under the Exchange Act at any time that it is not then required to file such reports pursuant to the Exchange Act). Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.

Rule 144 and Rule 144A. For so long as or the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and Act. If the rules and regulations adopted by the SEC thereunder, that if it Company ceases to be so required subject to file such reportsthe reporting requirements of Section 13 or 15 of the 1934 Act, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Notes remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; PROVIDED, HOWEVER, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Transfer Restricted Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Transfer Restricted Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Notes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Class A Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and the rules and regulations adopted referred to in subparagraph (c)(1)(i) of Rule 144 promulgated by the SEC thereunderunder the Securities Act, that as such Rule may be amended (“Rule 144”)) or, if it ceases to be so the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to by such Holder under Rule 144 144, Rule 144A promulgated by the SEC under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For The Company covenants that (i) so long as the Company is it remains subject to the reporting requirements of Section 13 or 15 provisions of the 1934 Exchange Act, the Company covenants that it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; PROVIDED, HOWEVER, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants and the Guarantors covenant that it they will file all the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, it the Company and the Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it Corporation and the Trust, as the case may be, will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, provided that if it ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the ------------- ---------------------- Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Transfer Restricted Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Transfer Restricted Notes may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the written request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Notes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is Issuers and the Subsidiary Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuers and the Subsidiary Guarantors covenant that it they will file all and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Issuers and the Subsidiary Guarantors cease to be so required to file and furnish such reports, it the Issuers and Subsidiary Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities Transfer Restricted Notes (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Transfer Restricted Notes may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Transfer Restricted Notes without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesTransfer Restricted Notes, the Company Issuers and the Subsidiary Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. The Company's obligations under this Section 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder or beneficial owner of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under the Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will will, upon the request of any Holder or beneficial owner of Registrable Securities Securities, (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (zC) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, and that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇Securities Act) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇Securities Act) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in under the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants and the Guarantor covenant that it the Guarantor will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Guarantor ceases to be so required to file such reports, it the Company and the Guarantor covenant that the Guarantor will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct to the extent required by the securities laws, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and the Guarantor will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it and the Operating Partnership will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company or the Operating Partnership ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and the Operating Partnership will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or any Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company and each Guarantor covenants that it they will file all the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Company and the Guarantors cease to be so required to file such reports, it the Company and the Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer or the Parent Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants Issuer and the Parent Guarantor covenant that it they will use reasonable best efforts to file all the reports required to be filed by it each of them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it thereunder in a timely manner. If the Issuer or the Parent Guarantor ceases to be so required to file such reports, it the Issuer and the Parent Guarantor covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary under applicable rules and regulations to permit sales pursuant to Rule 144A under the 1933 ActAct and will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements. The Issuer’s obligations under this Clause 5.1 shall terminate upon the later of the consummation of the Exchange Offer and the Effectiveness Period.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 144, (B) Rule 144A, (C) Regulation S under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, Securities Act or (zD) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the The Company is subject covenants to the reporting requirements holders of Section 13 or 15 of Registrable Shares and the 1934 Purchasers that to the extent it shall be required to do so under the Exchange Act, the Company covenants that it will shall timely file all the reports required to be filed by it under Section 13(a) the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the 1934 Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the SEC Commission thereunder, that if it ceases shall make available to be so required to file such reports, it will upon the request of any Holder or beneficial owner each holder of Registrable Securities (i) make publicly available such information (including, without limitation, Shares and the Purchasers the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request required by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act), and (iii) shall take such further action that is reasonable in as any holder of Registrable Shares or the circumstancesPurchasers may reasonably request, in each case all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities Shares or the Purchasers to sell Common Stock without registration under the 1933 Securities Act within the limitation limitations of the exemptions provided by (x) Rule 144 or Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (z) any similar rules or regulations successor rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder or beneficial owner holder of Registrable SecuritiesShares or the Purchasers in connection with that holder's or the Purchasers' sale pursuant to Rule 144 or Rule 144A, the Company will shall deliver to such Holder holder or the Purchasers a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Trust or the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Trust and the Company covenants each covenant that it will file all any reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, and that if it ceases to be so required to file such reportsreports (or, in the case of the Trust, based upon the view of the staff of the Commission that it will raise no objection if it does not comply, as a separate registrant, with the reporting requirements of Section 13 or 15(d) of the Exchange Act), it will upon the request of any Holder or beneficial owner of the Registrable Preferred Securities (ia) make publicly available such information (includinginformation, without limitationif any, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act), provided all of the other applicable provisions of Rule 144 can be met by the Holder, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, if sales can otherwise be made under Rule 144A, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Preferred Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by by, but only to the extent such exemptions apply, (xi) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder or beneficial owner of the Registrable Preferred Securities, the Trust and the Company each will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (iA) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iiB) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) to prospective purchasers as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 Act, Securities Act and (iiiC) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, time or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under the 1934 Act.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules applicable Rules and regulations adopted by Regulations. If the SEC thereunder, that if it Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SECCommission. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements.

Rule 144 and Rule 144A. For During the Effectiveness Period, for so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) 13 or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If during the Effectiveness Period the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon During the Effectiveness Period, upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, as such Rule may be amended from time to time, and it will take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time144, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (zC) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it the Company has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Issuer covenants that it will file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Issuer ceases to be so required to file such reports, the Issuer covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, circumstances in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Certificates (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Certificates may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesCertificates, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will use its reasonable best efforts to file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company and the Guarantors to register any of their securities under the 1934 Act.

Rule 144 and Rule 144A. For so long as the Company it is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar successor rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Issuer is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company Issuer covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x1) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (y2) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (z3) any similar rules or regulations hereafter adopted by the SEC. Upon the reasonable request of any Holder or beneficial owner of Registrable Securities, the Company Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company Guarantor is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company Guarantor covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Guarantor will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a Registration Statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a Registration Statement pursuant to the requirements of the Securities Act in respect of the Company Stock, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under 144, or any similar rules or regulations hereafter adopted by the 1933 ActSEC, and (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities Notes (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities Notes or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities Notes without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesNotes, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the The Company is subject covenants to the reporting requirements holders of Section 13 or 15 of Registrable Securities that to the 1934 extent it shall be required to do so under the Exchange Act, the Company covenants that it will shall timely file all the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13(a) or 13 and 15(d) of the 1934 Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the SEC Commission thereunder, that and if it ceases to be so at any time the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner holder of Registrable Securities (i) Securities, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales of their securities pursuant to Rule Rules 144 under the 1933 Act, (ii) deliver or cause and 144A. The Company further covenants to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstancesas any holder of Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation limitations of the exemptions exemption provided by (x) Rule Rules 144 and 144A under the 1933 ActSecurities Act (including the requirements of Rule 144A(d)(4)), as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (z) any similar rules or regulations success or rule or regulation hereafter adopted by the SECCommission. The Company will provide a copy of this Agreement to prospective purchasers of the Registrable Securities identified to the Company by the Purchasers upon request. Upon the request of any Holder or beneficial owner holder of Registrable SecuritiesSecurities in connection with that holder's sale pursuant to Rules 144 and 144A, the Company will shall deliver to such Holder holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Class A Common Stock or Class A Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Holder, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) it will take such further action that is reasonable in the circumstancesas any Holder may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 144, (B) Rule 144A, (C) Regulation S under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, Securities Act or (zD) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will promptly deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is and the Guarantors are subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants and the Guarantors covenant that it they will file all and furnish the reports required to be filed by it them under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases . If the Company and the Guarantors cease to be so required to file and furnish such reports, it the Company and Guarantors covenant that they will upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Transfer Restricted Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Transfer Restricted Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Transfer Restricted Securities, the Company and the Guarantors will deliver to such Holder a written statement as to whether it has they have complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Bonds remain outstanding, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities Bonds, (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Bonds without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable SecuritiesBonds, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or Parent is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company covenants and Parent covenant that it they will file all the reports required to be filed by it them under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company or Parent ceases to be so required to file such reports, it the Company and Parent covenant that they will upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and take such further action as any Holder of Registrable Securities may reasonably request for such purpose, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company or Parent, as the case may be, will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 5.1 shall be deemed to require the Company or Parent to register any of its securities (other than the Common Stock) under the 1934 Act.

Rule 144 and Rule 144A. For so long as (a) The Corporation shall (i) file the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or the Securities Act and the Exchange Act in a timely manner (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144) or, if the rules and regulations adopted by the SEC thereunder, that if it ceases to be so Corporation is not required to file such reports, it will will, upon the request of any Holder or beneficial owner holder of Registrable Securities (i) Securities, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to of Registrable Securities under Rule 144 under the 1933 Actor Rule 144A, (ii) deliver or cause to be delivered, promptly following a request by take such further action as any Holder or beneficial owner holder of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Actmay reasonably request, and (iii) take furnish to each holder of Registrable Securities upon written request, (x) a copy of the most recent annual or quarterly report of the Corporation and (y) such further action that is reasonable other reports and documents so filed by the Corporation as such holder may reasonably request in the circumstancesavailing itself of Rule 144 or Rule 144A, in each case all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (y) or Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules rule or regulations hereafter regulation adopted by the SEC. Upon the request of any Holder or beneficial owner holder of Registrable Securities, the Company will Corporation shall deliver to such Holder holder a written statement as to whether it has complied with such requirements. (b) The provisions of Section 10(a) are not intended to modify or otherwise affect any terms contained in the Shareholders Agreement.

Rule 144 and Rule 144A. For so long as the Company Corporation or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it Corporation and the Trust, as the case may be, will use its best efforts to file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, provided that if it ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 Securities Act, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company Corporation and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Exchange Act, the Company covenants that it will timely file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder and, that if it ceases to be so at any time the Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Securities, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Securities Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, . The Company also covenants that it will provide the information specified in required pursuant to Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under Securities Act upon the 1933 Act, request of any Holder of Registrable Securities and (iii) it will take such further action that is reasonable in the circumstancesas any Holder of Registrable Securities may reasonably request, in each case all to the extent required from time to time time, to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 under the 1933 Securities Act, as such Rule may be amended from time to time, (yb) Rule Rules 144A under the 1933 Securities Act, as such Rule may be amended from time to time, or (zc) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as Registrable Securities remain outstanding and the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will shall use its reasonable best efforts to file all the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it . If the Company ceases to be so required to file such reports, it will the Company will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 ActAct and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, the Company covenants that it and the Trust, as the case may be, will their its best efforts to file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of their securities pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company and the Trusts will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company or the Trust is subject to the reporting requirements of Section 13 or 15 of the 1934 ActExchange Act and any Registrable Securities remain outstanding, each of the Company covenants that it and the Trust, as the case may be, will use its best efforts to file all the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the 1934 Exchange Act and the rules and regulations adopted by the SEC thereunder, that or, if it ceases to be so required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (ia) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144 under the 1933 Securities Act, (iib) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales of its securities pursuant to Rule 144A under the 1933 ActSecurities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (iiic) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xi) Rule 144 under the 1933 Securities Act, as such Rule rule may be amended from time to time, (yii) Rule 144A under the 1933 Securities Act, as such Rule rule may be amended from time to time, or (ziii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, each of the Company and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as (a) The Company shall use its best efforts to file the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Securities Act and the rules and regulations adopted by Exchange Act in a timely manner and, if at any time the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Initial Securities (i) that are “restricted securities” within the meaning of Rule 144 and are not saleable pursuant to Rule 144(d), make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales of their Securities pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to and Rule 144A under the 1933 Securities Act, and . (iiib) The Company covenants that it will take such further action that is reasonable in the circumstancesas any Holder of Initial Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Initial Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (x) Rule 144 and Rule 144A (including the requirements of Rule 144A(d)(4)). (c) The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. (d) If the Company is not at any time a reporting company under the 1933 Exchange Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon upon the request of any Holder or beneficial owner of Registrable Initial Securities, the Company will shall deliver to such Holder a written statement as to whether it has complied with such requirementsthe requirements on its part to be complied with Rule 144A under the Securities Act, as applicable. (e) Notwithstanding the foregoing, nothing in this Section ‎7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rule 144 and Rule 144A. For so long as the Company American Standard Companies Inc. is subject to the reporting requirements of Section 13 or 15 15(d) of the 1934 Act, the Company American Standard Companies Inc. covenants that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇1▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee of Registrable Securities designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇1▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act144, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company American Standard Companies Inc. will deliver to such Holder or beneficial owner a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 6(a) shall be deemed to require the Company to register any of its securities pursuant to the 1934 Act.

Rule 144 and Rule 144A. For so long Until the earliest of (i) the completion ---------------------- of the Exchange Offer, (ii) two years following the Closing Date (or such shorter period as may be specified in Rule 144(k) as then amended) and (iii) the Company is subject date when all Registrable Securities have been sold pursuant to the reporting requirements of Section 13 Subject Registration Statement or 15 of the 1934 Actare no longer Registrable Securities, the Company covenants that it will file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunderthereunder for so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, that and if it the Company ceases to be so required to file such reports, it will upon the request of any Holder or beneficial owner of Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause such information to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, Act and (iii) take such further action that is reasonable in the circumstances, in each case case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (xA) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (yB) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, time or (zC) any similar rules or regulations hereafter adopted by the SECSEC (provided that the obligations of the Company under any such similar rules or regulations shall not be more burdensome in any substantial respect than those referred to in clauses (A) or (B)). Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the 1934 ActExchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file all the reports required to be filed by it under Section 13(a) the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the 1934 Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by Securities Act, as such Rule may be amended (“Rule 144”)) or, if the SEC thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder or beneficial owner of Registrable Securities (i) Securities, make publicly available such other information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) so long as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial ownerunder Rule 144, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (iiiii) subject to Section 2.7, it will take such further action that is reasonable in the circumstancesas any Holder of Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xA) Rule 144 144, (B) Rule 144A, (C) Regulation S under the 1933 Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, Securities Act or (zD) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder or beneficial owner of Registrable Securities, the Company will deliver to such Holder ▇▇▇▇▇▇ a written statement as to whether it has complied with such requirements.

Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 While any Warrants or 15 of the 1934 ActRegistrable Securities remain outstanding, the Company covenants that it will shall file all the reports required to be filed by it under Section 13(a) or 15(d) of the 1934 Exchange Act and the rules rules, regulations and regulations policies adopted by the SEC thereunder, that if it ceases to be so thereunder in a timely manner and in accordance with the requirements of the Exchange Act. If at any time the Company is not required to file such reports, it will upon the request of any distribute to each Holder or beneficial owner of Warrants that are "restricted securities" within the meaning of Rule 144 and are not saleable in full under paragraph (k) of Rule 144 or Registrable Securities (i) make publicly available such information (including, without limitation, the information specified in Rule 144(c)(2) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to be delivered, promptly following a request by any Holder or beneficial owner of Registrable Securities or any prospective purchaser or transferee designated by such Holder or beneficial owner, such information (including, without limitation, the information specified in Rule 144A(d)(4) under the ▇▇▇▇ ▇▇▇) as is necessary to permit sales pursuant to Rule 144A under the 1933 Securities Act, and (iii) . The Company further covenants that it will take such further action that is reasonable in the circumstancesas any Holder of Warrants or Registrable Securities may reasonably request, in each case all to the extent required from time to time to enable such Holder to sell its Warrants or Registrable Securities without registration under the 1933 Securities Act within the limitation of the exemptions provided by (xa) Rule 144 144(k) and Rule 144A under the 1933 Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule Rules may be amended from time to time, or (zb) any similar rules rule or regulations regulation hereafter adopted by the SEC. Upon the request of any Holder of Warrants or beneficial owner of Registrable Securities, the Company will in a timely manner deliver to such Holder a written statement as to whether it has complied with such information requirements.