Common use of Shelf Registration Clause in Contracts

Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment, the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 180 days of the Issue Date (or available if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such resales Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder, Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) the Company is issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) Deadline; or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than that is not an Affiliate of the Company Issuer or the Guarantors, such Holder notifies the Company in writing Guarantors (assuming the conclusions in such notification are correct) that (1A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3C) such Holder is a Broker-Dealer and holds Transfer Restricted Initial Securities acquired directly from the Company Issuers or one of its affiliates or (C) in the case of any Initial Purchasertheir Affiliates, then, upon such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial PurchaserHolder’s unsold allotmentrequest, the Company Issuers and the Guarantors shall (1) if permitted by law and Commission policylaw, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company Issuers cannot or does do not comply with the provisions of the foregoing clause by within 20 Business Days of the later of (I) 20 Business Days of the date of receipt by the Company Issuer of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline:”), then the Issuers and the Guarantors shall

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 180 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 210 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such resales Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder, Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not required permitted to file an effect the Registered Exchange Offer as contemplated by Section 1 hereof, (ii) the Exchange Offer Registration Statement is not declared effective within 180 days after the original issuance of the Securities or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (consummated within 210 days after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result original issuance of the fault of the Company or any of the GuarantorsSecurities, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after a Holder (including an Initial Purchaser) of Securities notifies the Effectiveness Target Date (or, if earlier, Consummation Company following the completion of the Registered Exchange Offer): (A) Offer that the Initial Purchasers request from the Company with respect to Transfer Restricted Securities held by such Holder are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer Offer, (iv) certain Holders (other than because such Holder is an Affiliate the Initial Purchasers) of the Company Securities are prohibited by law or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate policy of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2) such Holder may not resell Offer or the Exchange Securities acquired may not be freely transferable by such Holders other than by reason of such Holder being an affiliate of the Company (it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of Exchange Securities shall not appropriate or available for result in such resales by such HolderExchange Securities being not "freely transferable"), or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 1(d) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser’s unsold allotment, Purchaser deliver a prospectus containing the Company and the Guarantors shall (1) if permitted information required by law and Commission policy, cause the Transfer Restricted Securities Item 507 or 508 of such Holder to be reissued in a form that does not bear any restrictive legends relating to Regulation S-K under the Securities Act or a restrictive CUSIP number so that in connection with sales of Exchange Securities acquired in exchange for such Securities may be sold to the public shall not result in accordance with Rule 144 by a person that is such Exchange Securities not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) being "freely transferable" and (2y) the requirement that an Exchanging Dealer deliver a prospectus in connection with sales of Exchange Securities acquired in the event the Company canRegistered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not or does result in such Exchange Securities being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii"freely transferable"), and (II) then the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) the Company is not required permitted to file an the Exchange Offer Registration Statement; (ii) the Company determines, upon advice of its outside counsel, that it is not reasonably practical, to effect the Registered Exchange Offer as contemplated by Section 2 herein, including scenarios that the Company could incur special interest as discussed in Section 4 herein (iii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days from the Closing Date or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after consummated within the procedures set forth period referenced in Section 6(a)(i2(c)(ii) hereof have been complied with), herein; (iiiv) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result Initial Purchaser determines upon advice of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe its counsel that a Shelf Registration Statement would not become effective prior to Consummation must be filed in connection with any public offering or sale of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by them following consummation of the Registered Exchange Offer; or (v) any Holder (other than the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than because by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions result in such notification are correct) that it will New Securities being not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment“freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person subsection (b) below; provided, however, that is not an Affiliate the Company shall have the right to defer the filing of the Company Shelf Registration Statement (or any suspend sales under the Shelf Registration Statement or defer the updating of the Guarantors where no conditions Shelf Registration Statement and suspend sales thereunder) for a period of Rule 144 are then applicable not more than sixty (other 60) consecutive days (and, in the aggregate, not more than ninety (90) days) per any one year period, if it determines that it would be materially detrimental to the holding period requirement Company to file such Shelf Registration Statement or continue sales under such Shelf Registration Statement and conclude, as a result, that it is in paragraph (d)(1)(ii) the Company’s best interests and the best interests of Rule 144 so long as its stockholders to defer the filing of such holding period requirement is satisfied Registration Statement or suspend such sales under such Shelf Registration Statement at such time of such reissue) (collectively referred to as the “Shelf Registration Statement Deferral and (2) in the event the Company cannot or does not comply Suspension Periods” and, together with the provisions of Exchange Offer Registration Statement Deferral and Suspension Periods, the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“Deferral and Suspension Periods”), and (II) the Shelf Filing Deadline:.

Shelf Registration. If (i) the Company is Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated 20 Business Days after by the Effectiveness Target Date or any date prior thereto Exchange Deadline (unless an Exchange Offer Registration Statement has been filed within 270 days of the Closing Date and has not yet been declared effective by the Commission, other than as a result of the fault of the Company any Issuer or any of the GuarantorsGuarantor, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company Issuers and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation consummation of the Exchange Offer) ); or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than that is not an Affiliate of the Company Issuer or the Guarantors, such Holder notifies the Company in writing Guarantors (assuming the conclusions in such notification are correct) that (1A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3C) such Holder is a Broker-Dealer and holds Transfer Restricted Initial Securities acquired directly from the Company Issuers or one of its affiliates their Affiliates, then, upon such Holder’s written request within six months of the first to occur of the Exchange Date or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmentDeadline, the Company Issuers and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or and does not have a restrictive CUSIP number so that such Transfer Restricted Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company Issuers cannot or does do not comply with the provisions of the foregoing clause by within 20 Business Days of the later of (I) 20 Business Days of the date of receipt by the Company Issuer of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Issuers and the Guarantors shall:

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission’s staff the Company is not required permitted to file an effect the Registered Exchange Offer as contemplated by Section 1 hereof, (ii) the Exchange Offer Registration Statement is not declared effective within 210 days after the original issuance of the Securities or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (consummated within 270 days after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result original issuance of the fault of the Company or any of the GuarantorsSecurities, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after a Holder (including an Initial Purchaser) of Securities notifies the Effectiveness Target Date (or, if earlier, Consummation Company following the completion of the Registered Exchange Offer): (A) Offer that the Initial Purchasers request from the Company with respect to Transfer Restricted Securities held by such Holder are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer Offer, (iv) certain Holders (other than because such Holder is an Affiliate the Initial Purchasers) of the Company Securities are prohibited by law or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate policy of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2) such Holder may not resell Offer or the Exchange Securities acquired may not be freely transferable by such Holders other than by reason of such Holder being an affiliate of the Company (it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of Exchange Securities shall not appropriate or available for result in such resales by such HolderExchange Securities being not “freely transferable”), or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 1(d) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser’s unsold allotment, Purchaser deliver a prospectus containing the Company and the Guarantors shall (1) if permitted information required by law and Commission policy, cause the Transfer Restricted Securities Item 507 or 508 of such Holder to be reissued in a form that does not bear any restrictive legends relating to Regulation S-K under the Securities Act or a restrictive CUSIP number so that in connection with sales of Exchange Securities acquired in exchange for such Securities may be sold to the public shall not result in accordance with Rule 144 by a person that is such Exchange Securities not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) being “freely transferable” and (2y) the requirement that an Exchanging Dealer deliver a prospectus in connection with sales of Exchange Securities acquired in the event the Company canRegistered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not or does result in such Exchange Securities being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely transferable”), and (II) then the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. If (i) the Company is issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated 20 Business Days after by the Effectiveness Target Date or any date prior thereto Exchange Deadline (unless an Exchange Offer Registration Statement has been filed within 270 days of the Closing Date and has not yet been declared effective by the Commission, other than as a result of the fault of the Company any Issuer or any of the GuarantorsGuarantor, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company Issuers and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation consummation of the Exchange Offer) ); or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than that is not an Affiliate of the Company Issuer or the Guarantors, such Holder notifies the Company in writing Guarantors (assuming the conclusions in such notification are correct) that (1A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3C) such Holder is a Broker-Dealer and holds Transfer Restricted Initial Securities acquired directly from the Company Issuers or one of its affiliates their Affiliates, then, upon such Holder’s written request within six months of the first to occur of the Exchange Date or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmentDeadline, the Company Issuers and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company Issuers cannot or does do not comply with the provisions of the foregoing clause by within 20 Business Days of the later of (I) 20 Business Days of the date of receipt by the Company Issuer of such notice of such Holder or Initial Purchaser, if applicable under (iii), ) and (II) the first to occur of the Exchange Date if applicable under (iii) and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Issuers and the Guarantors shall:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company Commission's staff, the Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not required to file an declared effective within 90 days after the date of filing of the Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (consummated within 120 days after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or is filed; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder an Initial Purchaser) is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant eligible to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, ; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and 508 of Regulation S-K, as applicable, under the Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such Exchange Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), the Company and the Guarantors Issuers shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable Section (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:hereof.

Shelf Registration. A. If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and the Guarantors determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)2 hereof, (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the CommissionEffectiveness Deadline or the Registered Exchange Offer is not consummated by the Consummation Deadline, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the an Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer other than because such Holder is an Affiliate and that are held by it following consummation of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2iv) such any Holder may (other than an Initial Purchaser) is not resell the Exchange Securities acquired by it eligible to participate in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(F) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and 508 of Regulation S-K, as applicable, under the Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such Exchange Securities being not “freely tradable”, (y) the Company requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradable” and (z) for the purposes of determining whether any Exchange Securities are “freely tradable,” the holding period required by paragraph (d) of Rule 144 shall be deemed to be one year), then the Issuer and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration in accordance with Rule 144 by a person Section 3(B) hereof; provided, that is not an Affiliate of the Company or any of Issuer and the Guarantors where no conditions of Rule 144 are then applicable shall not be required to effect a Shelf Registration pursuant to clause (other than ii) above if prior to the holding period requirement in paragraph corresponding Shelf Filing Deadline (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (IIdefined below) the Shelf Filing Deadline:Registered Exchange Offer has been consummated.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is and the Parent Guarantor determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days after completed within 45 days following the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement becomes effective; (iii) any Initial Purchaser so requests (a “Shelf Request”) with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not appropriate or available for such resales by such Holder, eligible to participate in the Registered Exchange Offer or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange Freely Tradable Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not Freely Tradeable Securities; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors Parent Guarantor shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer determines upon advice of its outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days declared effective within 365 days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or Closing Date; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by them following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder an Initial Purchaser) is an Affiliate of not eligible to participate in the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Registered Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange New Securities to be acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, ); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any the Initial PurchaserPurchasers that participate in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradable”), the Company Issuer shall file and the Guarantors shall (1) if permitted by law use its commercially reasonable efforts to cause to become and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in keep effective a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 subsection (b) below; provided, however, that, unless consented to by the Issuer, no requirement for the Issuer to file or to cause to become and keep effective a person that is not an Affiliate of Shelf Registration Statement shall arise with respect to any Securities held by the Company or any of the Guarantors where no conditions of Rule 144 are then applicable Sponsors (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) defined in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iiiIndenture), and (II) the Shelf Filing Deadline:.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to either Class of Securities is required to be filed and declared effective pursuant to Section 2(a) above, and (i) due to any change in law or currently prevailing interpretations thereof by the Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not permitted to consummate the effect a Registered Exchange Offer solely because the Exchange Offer is not permitted with respect to such Class of Securities as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the a Registered Exchange Offer with respect to such Class of Securities is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result consummated within 300 days of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or date hereof; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities of either Class that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities of such Class in the applicable Registered Exchange Offer other than because and that are held by it following consummation of such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, ; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Civ) in the case of any Initial PurchaserPurchaser that participates in a Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such which Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange Freely Tradable New Securities in exchange for Transfer Restricted Securities constituting any portion of such an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser’s unsold allotment, Purchaser must deliver a Prospectus containing the Company and the Guarantors shall (1) if permitted information required by law and Commission policy, cause the Transfer Restricted Securities Item 507 or 508 of such Holder to be reissued in a form that does not bear any restrictive legends relating to Regulation S-K under the Securities Act or a restrictive CUSIP number so that in connection with sales of New Securities acquired in exchange for such Securities may be sold shall result in such New Securities being not Freely Tradable; and (y) the requirement that an Exchanging Dealer must deliver a Prospectus in connection with sales of New Securities acquired in a Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not Freely Tradable), the Issuers shall effect a Shelf Registration Statement with respect to the public such Class in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof; or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result Commission under the Act within 180 days of the fault date of the Company or any original issuance of the Guarantors, and as a result Securities or the Registered Exchange Offer is not consummated within 45 Business Days of Commission review the date of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation effectiveness of the Exchange Offer) or Offer Registration Statement; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer, or in the case of any Holder that participates in the Registered Exchange Offer, does not receive freely tradable New Securities in the Registered Exchange Offer, other than by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not "freely tradable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s an unsold allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after declared effective within 180 days following the Effectiveness Target Date date of the original issuance of the Securities or any date prior thereto (unless an the Registered Exchange Offer Registration Statement has been filed and has is not yet been declared effective by consummated within 45 days following the Commission, other than as a result date that is 180 days following the date of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or original issuance; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than because by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not “freely tradeable”); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial Purchaser, such the Initial Purchaser notifies that participates in the Company in writing (assuming Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the conclusions in such notification are correct) that it will Initial Purchaser does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotment, Securities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”) the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) due to applicable law or interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy Section 3 hereof (after the Company has complied with the procedures set forth in Section 6(a)(i) hereof have been complied withhereof), ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days following the date of the original issuance of the Notes or the Exchange Offer is not Consummated 20 Business Days after consummated within 210 days following the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault original issuance of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or Notes; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities Notes that are not eligible under applicable law or Commission policy to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following consummation of the Exchange Offer; (iv) any Holder (other than an Initial Purchaser) of Transfer Restricted Securities is not eligible to participate in the Exchange Offer or does not receive freely tradeable Exchange Notes in the Exchange Offer other than because by reason of such Holder is being an Affiliate of the Company or (it being understood that the Guarantors or because requirement that a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that Broker-Dealer deliver the Prospectus contained in the Exchange Offer Registration Statement is in connection with sales of Exchange Notes shall not appropriate or available for result in such resales by such Holder, Exchange Notes being not "freely tradeable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Exchange Offer or acquires Exchange Notes from the Company as a result of its determination that it is not eligible to participate in the Exchange Offer with respect to any unsold Notes, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities Notes in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Initial Purchaser’s unsold allotmentNotes shall result in such Exchange Notes being not "freely tradeable"; and (y) the requirement that a participating Broker-Dealer delivers a Prospectus in connection with sales of Exchange Notes acquired in the Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after declared effective within 180 days following the Effectiveness Target Date date of the original issuance of the Securities or any date prior thereto (unless an the Registered Exchange Offer Registration Statement has been filed and has is not yet been declared effective by consummated within 45 days following the Commission, other than as a result date that is 180 days following the date of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or original issuance; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than because by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not "freely tradeable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial Purchaser, such the Initial Purchaser notifies that participates in the Company in writing (assuming Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the conclusions in such notification are correct) that it will Initial Purchaser does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotment, Securities shall result in such New Securities being not "freely tradeable;" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable") the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is and Parent Guarantor determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days after completed within 45 days following the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement becomes effective; (iii) any Initial Purchaser so requests (a “Shelf Request”) with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not appropriate or available for such resales by such Holder, eligible to participate in the Registered Exchange Offer; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange Freely Tradable Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not Freely Tradeable Securities; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors Parent Guarantor shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) the Company is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)SEC policy, (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or for any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective other reason consummated by the CommissionTarget Consummation Date, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation any holder of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder Notes notifies the Company in writing (assuming the conclusions in such notification are correct) that (1a) such Holder is prohibited by applicable due to a change in law or Commission policy from participating policy, in the opinion of counsel, it is not entitled to participate in the Exchange Offer, (2b) such Holder due to a change in law or policy, in the opinion of counsel, it may not resell the Exchange Securities Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that (x) the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, holder and (y) such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders or (3c) such Holder it is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes acquired directly from the Company or one an affiliate of its affiliates the Company, (iv) the holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (Cv) in the case Exchange Offer shall not have been consummated within 150 days after the Issue Date (the date of any Initial Purchaserof (i)-(v), such Initial Purchaser notifies the "SHELF REGISTRATION EVENT DATE"), then the Company in writing shall, at its cost, use its best efforts to cause to be filed a Shelf Registration Statement prior to the later of (assuming A) 30 days after the conclusions in such notification are correctShelf Registration Event Date and (B) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting 150 days after the Issue Date and use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 90 days after the filing of the Shelf Registration Statement. Each Holder as to which any portion of such Initial Purchaser’s unsold allotment, Shelf Registration is being effected agrees to furnish to the Company and all information with respect to such Holder necessary to make any information previously furnished to the Guarantors shall Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective for a period of two years from the Issue Date (1subject to extension pursuant to the last paragraph of Section 3 hereof) if permitted by law and Commission policy, cause (or such shorter period that will terminate when all of the Transfer Restricted Securities of Notes covered by such Holder Shelf Registration Statement have been sold pursuant thereto or cease to be reissued outstanding) (the "EFFECTIVENESS PERIOD"); PROVIDED, HOWEVER, that the Effectiveness Period in a respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. The Company shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form that does not bear any restrictive legends relating to used by the Company for such Shelf Registration Statement or by the Securities Act or a restrictive CUSIP number so that such Securities may be sold by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the public in accordance with Rule 144 by a person that is not an Affiliate Holders of the Company Transfer Restricted Notes copies of any such supplement or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot amendment promptly after its being used or does not comply filed with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:SEC.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 180 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 240 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests within 20 Business Days following consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) who is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such resales by such Holder, Holder being an Affiliate of the Company so requests within 20 Business Days following consummation of the Registered Exchange Offer; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment and so requests within 20 Business Days following consummation of the Registered Exchange Offer and (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after declared effective within 150 days following the Effectiveness Target Date date of the original issuance of the Securities or any date prior thereto (unless an the Registered Exchange Offer Registration Statement has been filed and has is not yet been declared effective by consummated within 180 days following the Commission, other than as a result date of the fault original issuance of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or Securities; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than because by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not "freely tradeable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotment, Securities shall result in such New Securities being not "freely tradeable;" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable") the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 120 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 150 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such resales Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder, Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being "freely tradeable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission’s staff the Company is not required permitted to file an effect the Registered Exchange Offer as contemplated by Section 1 hereof, (ii) the Exchange Offer Registration Statement is not declared effective within 210 days after the original issuance of the Securities or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (consummated within 240 days after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result original issuance of the fault of the Company or any of the GuarantorsSecurities, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after a Holder (including an Initial Purchaser) of Securities notifies the Effectiveness Target Date (or, if earlier, Consummation Company following the completion of the Registered Exchange Offer): (A) Offer that the Initial Purchasers request from the Company with respect to Transfer Restricted Securities held by such Holder are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer Offer, (iv) certain Holders (other than because such Holder is an Affiliate the Initial Purchasers) of the Company Securities are prohibited by law or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate policy of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2) such Holder may not resell Offer or the Exchange Securities acquired may not be freely transferable by such Holders other than by reason of such Holder being an affiliate of the Company (it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of Exchange Securities shall not appropriate or available for result in such resales by such HolderExchange Securities being not “freely transferable”), or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 1(d) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser’s unsold allotment, Purchaser deliver a prospectus containing the Company and the Guarantors shall (1) if permitted information required by law and Commission policy, cause the Transfer Restricted Securities Item 507 or 508 of such Holder to be reissued in a form that does not bear any restrictive legends relating to Regulation S-K under the Securities Act or a restrictive CUSIP number so that in connection with sales of Exchange Securities acquired in exchange for such Securities may be sold to the public shall not result in accordance with Rule 144 by a person that is such Exchange Securities not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) being “freely transferable” and (2y) the requirement that an Exchanging Dealer deliver a prospectus in connection with sales of Exchange Securities acquired in the event the Company canRegistered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not or does result in such Exchange Securities being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely transferable”), and (II) then the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as earlier of (x) 360 days from the Closing Date (or if such 360th day is not a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration StatementBusiness Day, the Company next succeeding Business Day) and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of (y) the date on which the exchange offer for the 2017 Exchange Notes issued in connection with the Exchange Offer) Transaction is consummated, or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (2B) such Holder may not resell the Exchange Securities Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3C) such Holder is a Broker-Dealer and holds Transfer Restricted Securities Initial Notes acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaseraffiliates, then, upon such Initial Purchaser notifies Holder’s request, the Company shall use its reasonable best efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in writing either event, the “Shelf Registration Statement”), and use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to the earlier of (assuming x) 360 days from the conclusions in Closing Date (or if such notification are correct360th day is not a Business Day, the next succeeding Business Day) and (y) the date on which an exchange offer for the 2017 Exchange Notes similar to the Exchange Offer is consummated (such date being the “Shelf Effectiveness Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted the Holders of which shall have timely provided the information required pursuant to Section 4(b) hereof. Subject to Section 6(d) hereof, the Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it will not receive Exchange Securities in exchange is available for resales of Initial Notes by the Holders of Transfer Restricted Securities constituting any portion entitled to the benefit of such Initial Purchaser’s unsold allotmentthis Section 4(a), and to ensure that it conforms with the Company and the Guarantors shall (1) if permitted by law and Commission policyrequirements of this Agreement, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to and the public in accordance with Rule 144 by a person that is not an Affiliate policies, rules and regulations of the Company Commission as announced from time to time, for a period of at least two years following the Closing Date (or any of shorter period that will terminate when all the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as Initial Notes covered by such holding period requirement is satisfied at Shelf Registration Statement have been sold pursuant to such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iiiShelf Registration Statement), and (II) the Shelf Filing Deadline:.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement as contemplated by Section 2 hereof, or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective by April 22, 2016 (such date being 360 days after the date hereof) or available for the Registered Exchange Offer is not consummated on or prior to the later of (x) May 22, 2016 (such resales by such Holderdate being 390 days after the date hereof) and (y) 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, or (3iii) any Purchaser so requests with respect to Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates Purchaser does not receive freely tradable New Notes, or (Civ) any Holder (other than a Purchaser) is not eligible to participate in the Registered Exchange Offer or (v) in the case of any Initial Purchasersuch Holder that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Holder does not receive Exchange Securities freely tradable New Notes in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmenttendered securities, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to being an affiliate of the Issuer and Parent within the meaning of the Securities Act or (it being understood that, for purposes of this Section 3, (x) the requirement that a restrictive CUSIP number so Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Notes acquired in exchange for such Original Notes shall result in such New Notes being not “freely tradeable” but (y) the requirement that such Securities may be sold to the public an Exchanging Dealer deliver a Prospectus in accordance connection with Rule 144 by a person that is not an Affiliate sales of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) New Notes acquired in the event the Company canRegistered Exchange Offer in exchange for Original Notes acquired as a result of market-making activities or other trading activities shall not or does result in such New Notes being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely tradeable”), and (II) the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is not required to file an Exchange Offer Registration Statement or to consummate Commission’s staff, the Exchange Offer solely because the Exchange Offer Issuer determines that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)1 hereof, (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective by the 210th day after the Closing Date (or, if the 210th day is not a business day, the first business day thereafter) or available for such resales the Registered Exchange Offer is not consummated by such Holderthe 270th day after the Closing Date (or, if the 270th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests with respect to the Notes (or Private Exchange Notes) held by it following consummation of the Registered Exchange Offer, (3iv) such any Holder (other than an Exchanging Dealer) is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from not eligible to participate in the Company or one of its affiliates or (C) Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) or Initial PurchaserPurchaser that participates in the Registered Exchange Offer, such Holder or Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities Notes in exchange for Transfer Restricted Securities the exchanged Notes (in the case of an Initial Purchaser constituting any portion of such Initial Purchaser’s an unsold allotment) (it being understood that the requirement that an Initial Purchaser deliver a prospectus in connection with sales of the Exchange Notes acquired in the Registered Exchange Offer in exchange for the Notes acquired as a result of market-making activities or other trading activities, shall not result in such Exchange Notes not being “freely tradeable” for purposes of this Section 2) or (v) if the Issuer so elects, the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and the Guarantors determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer solely because the Registered Exchange Offer is not permitted by consummated within 210 days of the Closing Date; (iii) any Holder notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer that (A) due to a change in law or Commission policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder it may not resell the Exchange New Securities to be acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, Holder or (3C) such Holder it is a Brokerbroker-Dealer dealer and holds Transfer Restricted owns Registrable Securities acquired directly from the Company or one an affiliate of its affiliates the Company; or (Civ) in the case of any the Initial PurchaserPurchasers that participate in the Registered Exchange Offer or acquire New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuer and the Guarantors shall (1) if permitted by law shall, as promptly as practicable file and Commission policy, use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement covering resales of the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Notes in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) the Company is and the Guarantors shall reasonably determine that they are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 210 days (or if such 210th day is not a Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective Day, by the Commission, other than as a result first Business Day thereafter) of the fault of the Company or any of the GuarantorsIssue Date, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers so request with respect to Notes acquired by it directly from the Company with respect and the Guarantors, which have not been resold on or prior to Transfer Restricted Securities the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company and the Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer that (A) such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or Company, one of its affiliates Affiliates or the Guarantors, or (Cv) in the case where the Initial Purchasers participate in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchasers do not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any an unsold allotment and the Initial Purchaser, such Initial Purchaser notifies Purchasers notify the Company and the Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not “freely tradable” and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall not result in such Initial Purchaser’s unsold allotmentExchange Notes being not “freely tradable”), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is not required to file an Exchange Offer Registration Statement Commission's staff, any of the Issuer or to consummate the Exchange Offer solely because the Exchange Offer Guarantors determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof, or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Registered Exchange Offer is not Consummated 20 within 30 Business Days after from the Effectiveness Target Date or any date prior thereto (unless an the Exchange Offer Registration Statement has been filed and has becomes effective (or, if such 30th day is not yet been declared effective a Business Day, by the Commissionfirst Business Day thereafter), other than or (iii) the Initial Purchaser so requests with respect to Registrable Notes held by it as a result of the fault purchase of such Registrable Note directly from the Company or any of Issuer and the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to following Consummation of the Registered Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) Offer and the Initial Purchasers request from the Company with respect to Transfer Restricted Securities Purchaser is not eligible under applicable law or Commission policy to be exchanged for receive Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities Notes pursuant to the Registered Exchange Offer in respect of such Registrable Securities, or (or otherwise elected iv) any Holder (other than the Initial Purchaser) is not eligible to not participate in the Registered Exchange Offer), (B) Offer or the Exchange Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with respect to any Holder of Transfer Restricted Securities other than an Affiliate the registration and prospectus delivery requirements of the Company or Act and the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that delivery of the Prospectus contained in the Exchange Offer Registration Statement Statement, as appropriately amended, is not appropriate or a legally available for such resales by such Holderalternative, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial Purchaser, such where the Initial Purchaser notifies participates in the Company in writing (assuming Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(g) hereof, the conclusions in such notification are correct) that it will Initial Purchaser does not receive freely tradable Exchange Securities Notes in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Initial Purchaser’s unsold allotmentRegistrable Notes shall result in such Exchange Notes being not "freely tradable" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) the Company is and the Note Guarantors are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 30 days (or if such 30th day is not a Business Days after Day, by the Effectiveness Target Date or any first Business Day thereafter) of the date prior thereto (unless an the Exchange Offer Registration Statement has become effective, (iii) the Initial Purchaser so requests with respect to Notes which have not been filed and has not yet been declared effective resold acquired by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, it directly from the Company and the Note Guarantors reasonably believe that a Shelf Registration Statement would not become effective on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company and the Note Guarantors on or (iii) prior to 20 the 30th day (or if such 30th day is not a Business Days after Day, by the Effectiveness Target Date (or, if earlier, first Business Day thereafter) following the Consummation of the Registered Exchange Offer): Offer that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or Company, one of its affiliates Affiliates or any Note Guarantor, or (Cv) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any Initial Purchaser, such an unsold allotment and the Initial Purchaser notifies the Company and the Note Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 9.B (Plan of Distribution) and/or Item 9.D (Selling Shareholders) of Form 20-F under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not "freely tradable" and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall not result in such Initial Purchaser’s unsold allotmentExchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and the Guarantors determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer solely because the Registered Exchange Offer is not permitted by consummated within 210 days of the Closing Date; (iii) any Holder notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer that (A) due to a change in law or Commission policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder it may not resell the Exchange New Securities to be acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, Holder or (3C) such Holder it is a Brokerbroker-Dealer dealer and holds Transfer Restricted owns Registrable Securities acquired directly from the Company or one an affiliate of its affiliates the Company; or (Civ) in the case of any the Initial PurchaserPurchasers that participate in the Registered Exchange Offer or acquire New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuer and the Guarantors shall (1) if permitted by law file and Commission policy, use their commercially reasonable efforts to cause the Transfer Restricted Securities of such Holder to be reissued in become and keep effective a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 180 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 210 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such resales Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder, Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being "freely tradeable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) the Company is and the Guarantors are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 210 days (or if such 210th day is not a Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective Day, by the Commission, other than as a result first Business Day thereafter) of the fault of Issue Date, (iii) an Initial Purchaser so requests with respect to Notes acquired by it directly from the Company or any one of its Affiliates, which have not been resold on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the GuarantorsRegistered Exchange Offer, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, (iv) any Holder notifies the Company and the Guarantors reasonably believe that a Shelf Registration Statement would not become effective on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): Offer that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3C) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or one of its affiliates Affiliates, or (Cv) in the case where an Initial Purchaser participates in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, such Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any Initial Purchaser, an unsold allotment and such Initial Purchaser notifies the Company and the Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not "freely tradable" and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall not result in such Initial Purchaser’s unsold allotmentExchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof; or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result Commission under the Act within 225 days of the fault date of the Company or any original issuance of the Guarantors, and as a result Securities or the Registered Exchange Offer is not consummated within 45 Business Days of Commission review the date of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation effectiveness of the Exchange Offer) or Offer Registration Statement; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer, or in the case of any Holder that participates in the Registered Exchange Offer, does not receive freely tradable New Securities in the Registered Exchange Offer, other than by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not "freely tradable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s an unsold allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) the Company is and the Guarantors are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely in accordance with Section 2 hereof because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)applicable interpretations of the staff of the Commission, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days by the 210th day after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the CommissionClosing Date, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) any Holder notifies the Company on or prior to 20 Business Days the 210th day after the Effectiveness Target Closing Date (or, if earlier, Consummation of the Exchange Offer): that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities such Holder is not eligible under to participate in the Registered Exchange Offer due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate applicable interpretations of the Company or staff of the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)Commission, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the Consummation of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or one of its affiliates Affiliates, (iv) the Initial Purchasers so requests with respect to Notes that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and are held by it following Consummation of the Registered Exchange Offer, or (Cv) in the case where an Initial Purchasers participates in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(f) hereof, the Initial Purchasers does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser, Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Initial Purchaser notifies the Company in writing (assuming the conclusions Transfer Restricted Notes shall result in such notification are correctExchange Notes being not "freely tradable" and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradable") (the date on which any portion of such Initial Purchaser’s unsold allotmentevent specified in clause (i) through (v) above occurs, the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii"Shelf Registration Event Date"), and (II) the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) the Company is Issuer or the Subsidiary ------------------ Guarantors are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 30 Business Days after of the Effectiveness Target Date or any date prior thereto (unless an the Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commissionbecome effective, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers so request from the Company with respect to Transfer Restricted Securities not eligible under applicable law Notes acquired by them directly from the Issuer and the Subsidiary Guarantors on or Commission policy prior to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate 20th Business Day following the Consummation of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2iv) any Holder notifies the Issuer on or prior to the 20th Business Day following the Consummation of the Registered Exchange Offer that such Holder may is not resell eligible to participate in the Registered Exchange Offer or the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is Notes such Holder would receive would not appropriate or available for such resales by such Holderbe freely tradable, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case where the Initial Purchasers participate in the Registered Exchange Offer or acquire Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchasers do not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any an unsold allotment and the Initial PurchaserPurchasers notify the Issuer on or prior to the 20th Business Day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Initial Purchaser notifies the Company in writing (assuming the conclusions Transfer Restricted Notes shall result in such notification are correctExchange Notes being not "freely tradable" and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market- making activities or other trading activities shall not result in such Initial Purchaser’s unsold allotmentExchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement as contemplated by Section 2 hereof, or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective by September 12, 2007 or available for such resales by such Holderthe Registered Exchange Offer is not consummated within 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, or (3iii) any Purchaser so requests with respect to Original 2017 Notes (or any New 2017 Notes received pursuant to Section 2(f)) not eligible to be exchanged for New 2017 Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates Purchaser does not receive freely tradable New 2017 Notes, or (Civ) any Holder (other than a Purchaser) is not eligible to participate in the Registered Exchange Offer or (v) in the case of any Initial Purchasersuch Holder that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Holder does not receive Exchange Securities freely tradable New 2017 Notes in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmenttendered securities, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to being an affiliate of the Issuer and Parent within the meaning of the Securities Act or (it being understood that, for purposes of this Section 3, (x) the requirement that a restrictive CUSIP number so Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of New 2017 Notes acquired in exchange for such Original 2017 Notes shall result in such New 2017 Notes being not “freely tradeable” but (y) the requirement that such Securities may be sold to the public an Exchanging Dealer deliver a Prospectus in accordance connection with Rule 144 by a person that is not an Affiliate sales of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) New 2017 Notes acquired in the event the Company canRegistered Exchange Offer in exchange for Original 2017 Notes acquired as a result of market-making activities or other trading activities shall not or does result in such New 2017 Notes being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely tradeable”), and (II) the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 180 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 225 days of the date of original issuance of the Securities; provided that if the Exchange Offer Registration Statement becomes effective after 180 days from the date of the original issuance of the Securities and the Registered Exchange thereafter is consummated within 30 days of the effective date thereof, then the obligation to effect and maintain the effectiveness of the Shelf Registration pursuant solely to this clause (ii) shall terminate; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such resales by such Holder, Holder being an Affiliate of the Company; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Subsidiary Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 210 days of the date of original issuance of the Securities (or, if such day is not a Business Day, the first Business Day thereafter) or available for the Registered Exchange Offer is not consummated within 45 days after the Exchange Offer Registration Statement is declared effective (or, if such resales by such Holderday is not a Business Day, the first Business Day thereafter); provided that, if the Exchange Offer Registration Statement shall be declared effective, or the Registered Exchange Offer shall be consummated, at any time after the expiration of the applicable time period set forth in this clause (3ii), then the Company's obligations under this clause (ii) shall terminate; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible under applicable Commission rules, regulations or interpretations to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible under applicable Commission rules, regulations or interpretations to participate in the Registered Exchange Offer or does not receive New Securities in the Registered Exchange Offer that are freely tradeable without limitations under the Act other than by reason of such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from being an Affiliate of the Company or one of its affiliates Company; or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not required permitted to file an effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) the Exchange Offer Registration Statement is not declared effective within 180 days after the original issuance of the Securities or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (consummated within 210 days after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result original issuance of the fault of the Company or any of the GuarantorsSecurities, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after a Holder (including an Initial Purchaser) of Securities notifies the Effectiveness Target Date (or, if earlier, Consummation Company following the completion of the Registered Exchange Offer): (A) Offer that the Initial Purchasers request from the Company with respect to Transfer Restricted Securities held by such Holder are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer Offer, (iv) certain Holders (other than because such Holder is an Affiliate the Initial Purchasers) of the Company Securities are prohibited by law or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate policy of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2) such Holder may not resell Offer or the Exchange Securities acquired may not be freely transferable by such Holders other than by reason of such Holder being an affiliate of the Company (it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker- Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of Exchange Notes shall not appropriate or available for result in such resales by such HolderExchange Notes being not "freely transferable"), or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 1(d) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser’s unsold allotment, Purchaser deliver a Prospectus containing the Company and the Guarantors shall (1) if permitted information required by law and Commission policy, cause the Transfer Restricted Securities Item 507 or 508 of such Holder to be reissued in a form that does not bear any restrictive legends relating to Regulation S-K under the Securities Act or a restrictive CUSIP number so that in connection with sales of Exchange Securities acquired in exchange for such Securities may be sold to the public shall result in accordance with Rule 144 by a person that is such Exchange Securities being not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) "freely transferable"; and (2y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of Exchange Securities acquired in the event the Company canRegistered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not or does result in such Exchange Securities being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii"freely transferable"), and (II) then the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. If (i) the Company is not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 230 days (or if such 230th day is not a Business Days after Day, by the Effectiveness Target first Business Day thereafter) of the Issue Date or any date prior thereto (unless an provided that the Company’s obligation pursuant to this clause (ii) shall cease if the Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commissionis subsequently Consummated), other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers so request from the Company with respect to Transfer Restricted Securities Notes acquired by it directly from the Company, which have not been resold on or prior to the 20th day (or if such 20th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company on or prior to the 20th day (or if such 20th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer that (A) such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or one of its affiliates Affiliates, or (Cv) in the case where the Initial Purchasers participate in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(f) hereof, the Initial Purchasers do not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any an unsold allotment and the Initial Purchaser, such Initial Purchaser notifies Purchasers notify the Company on or prior to the 20th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not “freely tradable” and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall result in such Initial Purchaser’s unsold allotmentExchange Notes being not “freely tradable”), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. If (i) the Company is not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 230 days (or if such 230th day is not a Business Days after Day, by the Effectiveness Target first Business Day thereafter) of the Issue Date or any date prior thereto (unless an provided that the Company’s obligation pursuant to this clause (ii) shall cease if the Exchange Offer Registration Statement has is subsequently Consummated), (iii) the Initial Purchaser so requests with respect to Notes acquired by it directly from the Company, which have not been filed and has resold on or prior to the 20th day (or if such 20th day is not yet been declared effective a Business Day, by the Commission, other than as a result of first Business Day thereafter) following the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company on or (iii) prior to 20 the 20th day (or if such 20th day is not a Business Days after Day, by the Effectiveness Target Date (or, if earlier, first Business Day thereafter) following the Consummation of the Registered Exchange Offer): Offer that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or one of its affiliates Affiliates, or (Cv) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(f) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any Initial Purchaser, such an unsold allotment and the Initial Purchaser notifies the Company on or prior to the 20th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser delivers a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not “freely tradable” and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall result in such Initial Purchaser’s unsold allotmentExchange Notes being not “freely tradable”), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. If (a) (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result consummated within 150 days of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or date hereof; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests in writing with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder an Initial Purchaser) notifies the Issuers in writing that it is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant eligible to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, ; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial PurchaserSecurities shall not result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however that the Issuers shall only be required to register Securities under the Shelf Registration Statement for persons who have identified themselves to the Issuers as Holders thereof. If in the judgment of the Company’s unsold allotmentBoard of Directors exercised reasonably and in good faith the use of the Shelf Registration Statement and the disclosure required to be made therein would materially interfere with a valid business purpose of the Issuers, the Company may deliver a notice to such effect to the Holders, and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities upon receipt of such Holder to be reissued in a form that does not bear any restrictive legends relating to notice, the Holders shall cease distribution of the Securities Act or New Securities under a restrictive CUSIP number so that such Securities may be sold to Shelf Registration Statement for the public period of time (the “Shelf Delay Period”) set forth in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice (which shall not be greater than 60 days). Notwithstanding the foregoing, there shall not be more than one Shelf Delay Period declared in any one calendar year. The Company shall use its reasonable efforts to minimize the length of such Holder or Initial Purchaser, if applicable under (iii), any Shelf Delay Period and (II) shall promptly notify the Shelf Filing Deadline:Holders upon the termination thereof.

Shelf Registration. (a) If (i) the Company is and the Guarantors are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 210 days (or if such 210th day is not a Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective Day, by the Commission, other than as a result first Business Day thereafter) of the fault of Issue Date, (iii) the Initial Purchaser so requests with respect to Notes acquired by it directly from the Company or any of and the Guarantors, and as which have not been resold on or prior to the 20th day (or if such 20th day is not a result Business Day, by the first Business Day thereafter) following the Consummation of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statementthe Registered Exchange Offer, (iv) any Holder notifies the Company and the Guarantors reasonably believe that a Shelf Registration Statement would not become effective on or prior to the 20th day (or if such 20th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): Offer that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or Company, one of its affiliates Affiliates or the Guarantors, or (Cv) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any Initial Purchaser, such an unsold allotment and the Initial Purchaser notifies the Company and the Guarantors on or prior to the 20th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not “freely tradable” and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall result in such Initial Purchaser’s unsold allotmentExchange Notes being not “freely tradable”), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof, or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 150 days after the Closing Date or available for such resales by such Holderthe Registered Exchange Offer is not consummated within 180 days after the Closing Date, or (3iii) such Holder is if either Dealer Manager so requests with respect to Securities (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) Registered Exchange Offer or, in the case of a Dealer Manager that participates in any Initial PurchaserRegistered Exchange Offer, such Initial Purchaser notifies Dealer Manager does not receive freely tradeable New Securities, or (iv) if any Holder (other than a Dealer Manager) is not eligible to participate in the Registered Exchange Offer or such Holder does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an affiliate of the Company (it being understood that, for purposes of this Section 3, (x) the requirement that a Dealer Manager deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange connection with sales of New Securities acquired in exchange for Transfer Restricted such Securities constituting shall result in such New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), or (v) any portion applicable law or interpretations do not permit any Holder of such Initial Purchaser’s unsold allotmentSecurities to participate in the Registered Exchange Offer, or (vi) the Company so elects, the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the such Registered Exchange Offer is not Consummated 20 Business Days consummated within 300 days after the Effectiveness Target Initial Notes Issue Date (or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has if such 300th day is not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration StatementBusiness Day, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) next succeeding Business Day); or (iii) prior to 20 the 20th Business Days after the Effectiveness Target Date (or, if earlier, Consummation Day following consummation of the Registered Exchange Offer): Offer (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities Notes that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities Notes in the such Registered Exchange Offer other than because and that are held by it following consummation of such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), ; (B) with respect to any Holder of Transfer Restricted Securities (other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions Initial Purchaser) is not eligible to participate in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates ; or (C) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities Notes in exchange for Transfer Restricted Securities Notes constituting any portion of such Initial Purchaser’s an unsold allotment, the Company and the Guarantors shall allotment (it being understood that (1) if permitted the requirement that an Initial Purchaser deliver a Prospectus containing the information required by law Items 507 and Commission policy508 of Regulation S-K, cause as applicable, under the Transfer Restricted Securities Act in connection with sales of Exchange Notes acquired in exchange for such Holder to be reissued Notes shall result in a form that does such Exchange Notes being not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) “freely tradeable”; and (2) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the event Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not “freely tradeable”) the Company cannot shall effect a Shelf Registration Statement in accordance with Section 3(b) hereof. The Shelf Registration may be combined with or does not comply with otherwise include the provisions of shelf registration for the foregoing clause by Initial Notes pursuant to the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:Registration Rights Agreement.

Shelf Registration. A. If (i) due to any change in law or applicable interpretations thereof by the Company Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not required to file an declared effective within 90 days after the date of filing of the Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (consummated within 120 days after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or is filed; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the an Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder an Initial Purchaser) is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant eligible to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, ; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(F) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser’s unsold allotmentPurchaser deliver a Prospectus containing the information required by Items 507 and 508 of Regulation S-K, as applicable, under the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Act in connection with sales of Exchange Securities of such Holder to be reissued acquired in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that exchange for such Securities may be sold to shall result in such Exchange Securities being not “freely tradable”; (y) the public requirement that an Exchanging Dealer deliver a Prospectus in accordance connection with Rule 144 by sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a person that is result of market-making activities or other trading activities shall not an Affiliate result in such Exchange Securities being not “freely tradable” and (z) for the purposes of the Company or determining whether any of the Guarantors where no conditions of Rule 144 Exchange Securities are then applicable (other than “freely tradable,” the holding period requirement in required by paragraph (d)(1)(iid) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iiishall be deemed to be two years), and (IIthe Issuers shall effect a Shelf Registration in accordance with Section 3(B) the Shelf Filing Deadline:hereof.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 240 days after the date of the original issuance of the Securities or available the Registered Exchange Offer is not consummated within 30 Business Days after the date the Exchange Offer Registration Statement is declared effective; (iii) the Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for such resales New Securities in the Registered Exchange Offer and that are held by such Holder, it following consummation of the Registered Exchange Offer; (iv) any Holder (other than the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or (3) does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder is being an Affiliate of the Company (it being understood that the requirement that a participating Broker-Dealer and holds Transfer Restricted deliver a Prospectus in connection with sales of New Securities acquired directly from in the Company or one of its affiliates Registered Exchange Offer in exchange for Securities shall not result in such New Securities being not "freely tradeable"); or (Cv) the Initial Purchaser participates in the case of any Initial PurchaserRegistered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such and the Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), then the Company and the Subsidiary Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement as contemplated by Section 2 hereof, or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective by September 12, 2007 or available for such resales by such Holderthe Registered Exchange Offer is not consummated within 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement , or (3iii) any Purchaser so requests with respect to Original Floating Rate Notes (or any New Floating Rate Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Floating Rate Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates Purchaser does not receive freely tradable New Floating Rate Notes, or (Civ) any Holder (other than a Purchaser) is not eligible to participate in the Registered Exchange Offer or (v) in the case of any Initial Purchasersuch Holder that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Holder does not receive Exchange Securities freely tradable New Floating Rate Notes in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmenttendered securities, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to being an affiliate of the Issuer and Parent within the meaning of the Securities Act or (it being understood that, for purposes of this Section 3, (x) the requirement that a restrictive CUSIP number so Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Floating Rate Notes acquired in exchange for such Original Floating Rate Notes shall result in such New Floating Rate Notes being not “freely tradeable” but (y) the requirement that such Securities may be sold to the public an Exchanging Dealer deliver a Prospectus in accordance connection with Rule 144 by a person that is not an Affiliate sales of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) New Floating Rate Notes acquired in the event the Company canRegistered Exchange Offer in exchange for Original Floating Rate Notes acquired as a result of market-making activities or other trading activities shall not or does result in such New Floating Rate Notes being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely tradeable”), and (II) the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and the Guarantors determine that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result consummated within 240 days of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or Closing Date; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer other than because by reason of such Holder is being an Affiliate affiliate of the Company Issuer or the Guarantors or because a Holder did not validly tender any Guarantor (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that an Exchanging Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with the sale of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not “freely tradeable”); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuer and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result consummated within 225 days of the fault of Issue Date (the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to “Consummation of the Exchange Offer) or Deadline”); (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder the Initial Purchaser) is an Affiliate of not eligible to participate in the Company Registered Exchange Offer; or (v) if the Guarantors Initial Purchaser participates in the Registered Exchange Offer or because a Holder did not validly tender (and not withdraw) Initial acquires New Securities pursuant to Section 2(f) hereof, and the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 and 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person subsection (b) below; provided, however, that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event shall not be obligated to effect a Shelf Registration Statement under this Section 3 if the Company cannot or does not comply with the provisions of the foregoing clause by the later of (Iwould no longer be required to keep such Shelf Registration Statement effective pursuant to Section 4(c) 20 Business Days of the date of receipt by the Company of if such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:Registration Statement had been filed.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission's staff, the Issuers determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 consummated on or prior to the Consummation Deadline (or if such day is not a Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration StatementDay, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or first Business Day thereafter); (iii) any Initial Purchaser so requests in writing prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation 20th day following the consummation of the Registered Exchange Offer): (A) the Initial Purchasers request from the Company Offer with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) notifies the Issuers in writing prior to the 20th day following the consummation of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer other than because by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender an Issuer; (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, prior to the 20th day following the consummation of the Registered Exchange Offer such Initial Purchaser notifies the Company Issuer in writing (assuming the conclusions in such notification are correct) that it will did not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall not result in such Exchange Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable") or (vi) the Issuers so elect (it being understood that such election shall not relieve the Issuers from their obligations under Section 2 hereof), the Company and the Guarantors Issuers shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person subsection (b) below; provided, however that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable Issuers shall only be required to register Securities under (iii), and (II) the Shelf Filing Deadline:Registration Statement for persons who have identified themselves to the Issuers as Holders thereof.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof; or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result Commission under the Act within 180 days of the fault date of the Company or any original issuance of the Guarantors, and as a result Securities or the Registered Exchange Offer is not consummated within 30 Business Days of Commission review the date of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation effectiveness of the Exchange Offer) or Offer Registration Statement; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradable New Securities in the Registered Exchange Offer, other than by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not "freely tradable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s an unsold allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is not required to file an Exchange Offer Registration Statement Commission's staff, any of the Issuer or to consummate the Exchange Offer solely because the Exchange Offer Guarantors determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof, or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Registered Exchange Offer is not Consummated 20 within 30 Business Days after from the Effectiveness Target Date or any date prior thereto (unless an the Exchange Offer Registration Statement has been filed and has becomes effective (or, if such 30th day is not yet been declared effective a Business Day, by the Commissionfirst Business Day thereafter), other than or (iii) the Initial Purchaser so requests with respect to Registrable Notes held by it as a result of the fault purchase of such Registrable Notes directly from the Company or any of Issuer and the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to following Consummation of the Registered Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) Offer and the Initial Purchasers request from the Company with respect to Transfer Restricted Securities Purchaser is not eligible under applicable law or Commission policy to be exchanged for receive Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities Notes pursuant to the Registered Exchange Offer in respect of such Registrable Notes, or (or otherwise elected iv) any Holder (other than the Initial Purchaser) is not eligible to not participate in the Registered Exchange Offer), (B) Offer or the Exchange Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with respect to any Holder of Transfer Restricted Securities other than an Affiliate the registration and prospectus delivery requirements of the Company or Act and the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that delivery of the Prospectus contained in the Exchange Offer Registration Statement Statement, as appropriately amended, is not appropriate or a legally available for such resales by such Holderalternative, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial Purchaser, such where the Initial Purchaser notifies participates in the Company in writing (assuming Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(g) hereof, the conclusions in such notification are correct) that it will Initial Purchaser does not receive freely tradable Exchange Securities Notes in exchange for Transfer Restricted Securities Initial Notes constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Initial Purchaser’s unsold allotmentRegistrable Notes shall not result in such Exchange Notes being not "freely tradable" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If any of the Securities are not Freely Tradable Securities by the 365th calendar day after the Closing Date and either (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is and Parent Guarantor determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result consummated within 365 days of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or date hereof; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company any Dealer Manager so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder a Dealer Manager) is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant eligible to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, ; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserDealer Manager that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Dealer Manager does not receive Exchange Freely Tradable Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that a Dealer Manager deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not Freely Tradeable Securities; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors Parent Guarantor shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result Commission under the Act within 180 days of the fault Triggering Date or the Registered Exchange Offer is not consummated within 30 Business Days of the Company or any date of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation effectiveness of the Exchange Offer) or Offer Registration Statement; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company any Purchaser so requests with respect to Transfer Restricted Securities Notes that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities New Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because the Purchasers) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradable New Notes in the Registered Exchange Offer, other than by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Notes shall not appropriate or available for result in such resales by such Holder, New Notes being not "freely tradable") or (3v) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from if the Company or one of its affiliates or (C) Purchasers participate in the case of any Initial PurchaserRegistered Exchange Offer or acquire New Notes pursuant to Section 2(f) hereof, such Initial and a Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange Securities freely tradeable New Notes in exchange for Transfer Restricted Securities Notes constituting any portion of such Initial Purchaser’s an unsold allotment, the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of other than because such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that Purchaser is not an Affiliate of the Company (it being understood that (x) the requirement that the Purchaser deliver a Prospectus containing the information required by Item 507 or any 508 of Regulation S-K under the Guarantors where no conditions Act in connection with sales of Rule 144 are then applicable (other than the holding period requirement New Notes acquired in paragraph (d)(1)(ii) of Rule 144 so long as exchange for such holding period requirement is satisfied at Notes shall not result in such time of such reissue) New Notes being not "freely tradeable"; and (2y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Notes acquired in the event Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such New Notes being not "freely tradeable"), the Company cannot or does not comply shall effect a Shelf Registration Statement in accordance with the provisions of the foregoing clause by the later of subsection (Ib) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) the Company is and the Parent Guarantor are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 30 days (or if such 30th day is not a Business Days after Day, by the Effectiveness Target Date or any first Business Day thereafter) of the date prior thereto (unless an the Exchange Offer Registration Statement has become effective, (iii) the Initial Purchaser so requests with respect to Notes which have not been filed and has not yet been declared effective resold acquired by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, it directly from the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective the Parent Guarantor on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company and the Parent Guarantor on or (iii) prior to 20 the 30th day (or if such 30th day is not a Business Days after Day, by the Effectiveness Target Date (or, if earlier, first Business Day thereafter) following the Consummation of the Registered Exchange Offer): Offer that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or Company, one of its affiliates Affiliates or the Parent Guarantor, or (Cv) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any Initial Purchaser, such an unsold allotment and the Initial Purchaser notifies the Company and the Parent Guarantor on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not “freely tradable” and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall not result in such Initial Purchaser’s unsold allotmentExchange Notes being not “freely tradable”), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) the Company is Issuers are not required permitted to ------------------ file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 30 Business Days after of the Effectiveness Target Date or any date prior thereto (unless an the Exchange Offer Registration Statement has been filed and has not yet been declared effective become effective, (iii) an Initial Purchaser so requests with respect to Notes acquired by it directly from the Commission, other than as a result of the fault of the Company Issuers on or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to the 20th Business Day following the Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2iv) any Holder notifies the Issuers on or prior to the 20th Business Day following the Consummation of the registered Exchange Offer that such Holder may is not resell eligible to participate in the Registered Exchange Offer or the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is Notes such Holder would receive would not appropriate or available for such resales by such Holderbe freely tradable, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case where an Initial Purchaser participates in the Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any Initial Purchaser, an unsold allotment and such Initial Purchaser notifies the Company Issuers on or prior to the 20th Business day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not "freely tradable" and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall not result in such Initial Purchaser’s unsold allotmentExchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement as contemplated by Section 2 hereof, or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective by January 24, 2016 (such date being 360 days after the date hereof) or available for the Registered Exchange Offer is not consummated on or prior to the later of (x) February 23, 2016 (such resales by such Holderdate being 390 days after the date hereof) and (y) 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, or (3iii) any Purchaser so requests with respect to Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates Purchaser does not receive freely tradable New Notes, or (Civ) any Holder (other than a Purchaser) is not eligible to participate in the Registered Exchange Offer or (v) in the case of any Initial Purchasersuch Holder that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Holder does not receive Exchange Securities freely tradable New Notes in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmenttendered securities, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to being an affiliate of the Issuer and Parent within the meaning of the Securities Act or (it being understood that, for purposes of this Section 3, (x) the requirement that a restrictive CUSIP number so Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Notes acquired in exchange for such Original Notes shall result in such New Notes being not “freely tradeable” but (y) the requirement that such Securities may be sold to the public an Exchanging Dealer deliver a Prospectus in accordance connection with Rule 144 by a person that is not an Affiliate sales of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) New Notes acquired in the event the Company canRegistered Exchange Offer in exchange for Original Notes acquired as a result of market-making activities or other trading activities shall not or does result in such New Notes being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely tradeable”), and (II) the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) Banc One notifies Quintiles in writing that it reasonably believes it or any of its affiliates is required by applicable law or the Company is Commission's policy to deliver a Prospectus in connection with market-making resales of the Securities; (ii) due to any change in law, applicable interpretations thereof or changes in policy by the Commission's staff, the Issuers determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer as contemplated by Section 2 hereof; (iii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days, or to consummate the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (consummated within 300 days, after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) Issue Date; or (iiiiv) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation 20th day following consummation of the Registered Exchange Offer): Offer the Company receives written notice that (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities (or Private Exchange Securities) that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (B) any Holder (other than because such Holder an Initial Purchaser or Exchanging Dealer) is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant eligible to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates ; or (C) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Private Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and 508 of Regulation S-K, as applicable, under the Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such Exchange Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), the Company and the Guarantors Issuers shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by Section 3(b) hereof. For all purposes of this Agreement, the obligation to have a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement Shelf Registration Statement declared effective under Section 3(a)(iv) shall be deemed to arise as set forth in paragraph (d)(1)(iiSection 3(b)(i). The obligation to file a Shelf Registration Statement under Section 3(a)(iv) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by shall be deemed to arise on the later of (I) 20 Business Days of the date of receipt by 180th day after the Issue Date or the day the Company of such receives notice of such Holder or Initial Purchaser, if applicable under (iii), and (IIrelating to a Section 3(a)(iv) the Shelf Filing Deadline:Registration Statement.

Shelf Registration. b) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (2 hereof; ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 330 days of the Closing Date or available the Registered Exchange Offer is not consummated within 365 days of the date hereof; iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for such resales New Securities in the Registered Exchange Offer and that are held by such Holder, it following consummation of the Registered Exchange Offer; iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”) and the Company receives reasonable advance notice that it will be required to file a Shelf Registration Statement pursuant to this clause (a)(v), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder use its reasonable best efforts to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission or its staff, the Company is and the Guarantors determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate as contemplated by Section 2 hereof; (ii) the Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after consummated within 30 Business Days of the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason date of the effectiveness of the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or ; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation 20th day following consummation of the Registered Exchange Offer): Offer (A) the Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer, or (B) any Holder (other than because the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer (other than by reason of such Holder is being an Affiliate of the Company Company); (iv) if the Initial Purchaser participates in the Registered Exchange Offer or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial acquires New Securities pursuant to Section 2(f) hereof, and the Initial Purchaser does not receive freely tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “freely tradeable” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer (in exchange for Securities acquired as a result of market-making activities or otherwise elected to other trading activities shall not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions result in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may New Securities being not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, “freely tradeable”); or (3v) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correctpursuant to Section 2(f) hereof that it will not receive Exchange continues to hold all of the Securities sold in exchange for Transfer Restricted Securities constituting any portion of such the Initial Purchaser’s unsold allotmentPlacement, the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect at their cost a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If Subject to satisfaction of the conditions set forth in Section 2(c), if, at any time during the Demand Registration Period, the Company receives a written notice (the “Shelf Notice”, and the date of Company’s receipt of the Demand Notice, “Shelf Notice Date”) from any of the Holders, the Company will (i) prepare and file, within thirty (30) days of the Shelf Notice Date (so long as the Demand Registration Conditions have been satisfied as of such filing date and, if not satisfied, on the first business day following the satisfaction of such conditions), with the Commission a Registration Statement covering the resale from time to time of all Registrable Securities then beneficially owned by such Holder(s) for a secondary offering to be made on a continuous basis pursuant to Rule 415; and (ii) notify, at such time, the other Holders of such Shelf Notice and, upon the request of each other Holder given within ten (10) days of the Shelf Notice Date, the Company shall (so long as the Demand Registration Conditions have been satisfied as of such filing date and, if not satisfied, on the first business day following the satisfaction of such conditions) cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Registration Statement will be on either Form F-3 or S-3 (except if the Company is not required then eligible to file an Exchange Offer Registration Statement register for resale the Registrable Securities on either such form, in which case such registration will be on Form F-1 or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)S-1, (ii) and if for any reason the Exchange Offer Company is not Consummated 20 Business Days after then eligible to register for resale the Effectiveness Target Date Registrable Securities on Form F-1 or any date prior thereto S-1, then another appropriate form for such purpose) and will contain (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by except if otherwise required pursuant to written comments received from the Commission, other than as Commission upon a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in Statement) a Shelf Registration Statement“Plan of Distribution” section, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities substantially in the Exchange Offer other than because such Holder is an Affiliate of form attached hereto as Annex A, as the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment, the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities same may be sold to the public amended in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of this Agreement. The Company will use its reasonable best efforts to cause the foregoing clause by Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later of than the Effectiveness Deadline, and will use its reasonable best efforts to keep the Registration Statement (Ior a Subsequent Shelf) 20 Business Days of continuously effective under the Securities Act from the date of receipt effectiveness of such Registration Statement until such date when all Registrable Securities covered by the Registration Statement cease to be Registrable Securities as determined by the counsel to the Company (the “Effectiveness Period”). For purposes of such notice this Agreement, “Demand Registration Conditions” means (A) as of such Holder or Initial Purchaserthe applicable Shelf Notice Date, if applicable under (iii), the Common Shares are listed on a Trading Market in the United States; and (IIB) on or prior to the Shelf Filing Deadline:Notice Date, the Company shall have received (or caused to be prepared) audited financial statements of Success TMS to the extent such audited financial statements are required by applicable U.S. securities laws, rules and regulations (including, but not limited to, Rule 3-05 of Regulation S-X under the Securities Act) for the filing of the applicable Registration Statement.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement determines upon advice of its outside counsel that it or to consummate the Exchange Offer solely because the Exchange Offer any Subsidiary Guarantor is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result Commission under the Act within 180 days of the fault date of the Company or any original issuance of the Guarantors, and as Securities (or if such 180th day is not a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration StatementBusiness Day, the Company and Guarantors reasonably believe that a Shelf Registration Statement would next succeeding Business Day) or the Registered Exchange Offer is not become effective prior to Consummation consummated within 210 days of the Exchange Offer) date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests in writing with respect to Transfer Restricted an unsold allotment of Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because an Initial Purchaser) is not eligible under interpretations of the Commission to participate in the Registered Exchange Offer or does not receive freely tradeable Exchange Securities in the Registered Exchange Offer, other than by reason of such Holder is being an Affiliate of the Company or and the Subsidiary Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of Exchange Securities shall not appropriate or available for result in such resales by such Holder, Exchange Securities being not "freely tradable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s an unsold allotment, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or any 508 of Regulation S-K under the Guarantors where no conditions Act in connection with sales of Rule 144 are then applicable (other than the holding period requirement Exchange Securities acquired in paragraph (d)(1)(ii) of Rule 144 so long as exchange for such holding period requirement is satisfied at Securities shall not result in such time of such reissue) Exchange Securities being not "freely tradeable;" and (2y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the event Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), the Company cannot or does not comply shall use its reasonable best efforts to effect, at its cost, a Shelf Registration Statement in accordance with the provisions of the foregoing clause by the later of subsection (Ib) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 consummated on or prior to the Consummation Deadline (or if such day is not a Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration StatementDay, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or first Business Day thereafter); (iii) any Initial Purchaser so requests in writing prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation 20th day following the consummation of the Registered Exchange Offer): (A) the Initial Purchasers request from the Company Offer with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) notifies the Issuers in writing prior to the 20th day following the consummation of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer other than because by reason of such Holder is being an Affiliate of the Company or the Guarantors or because a Holder did not validly tender an Issuer; (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, prior to the 20th day following the consummation of the Registered Exchange Offer such Initial Purchaser notifies the Company Issuer in writing (assuming the conclusions in such notification are correct) that it will did not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall not result in such Exchange Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”) or (vi) the Issuers so elect (it being understood that such election shall not relieve the Issuers from their obligations under Section 2 hereof), the Company and the Guarantors Issuers shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person subsection (b) below; provided, however that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable Issuers shall only be required to register Securities under (iii), and (II) the Shelf Filing Deadline:Registration Statement for persons who have identified themselves to the Issuers as Holders thereof.

Shelf Registration. If In the event that (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate Issuer determines that the Exchange Offer solely because Offers provided for in Section 3 hereof are not available or the Exchange Offer is Offers for Transfer Restricted Securities may not permitted by be completed as soon as practicable after the last Exchange Date with respect to the Exchange Offers because they would violate any applicable law or applicable interpretations of the Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)staff, (ii) such Exchange Offers are not for any other reason completed by the Exchange Offer date that is five years after the Settlement Date (or if such date is not Consummated 20 a Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration StatementDay, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offernext succeeding Business Day) or (iii) prior to 20 Business Days after the Effectiveness Target last Exchange Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to the Exchange Offers, the Issuer receives a written request (a “Shelf Request”) from any Holder representing that it holds Transfer Restricted Securities not eligible under applicable law that are or Commission policy were ineligible to be exchanged in such Exchange Offers, the Issuer and the Guarantors shall use their commercially reasonable efforts to cause to be filed with the Commission, as soon as practicable, but in any event within 30 days, after such determination date or the receipt of a Shelf Request, as the case may be (the “Shelf Filing Deadline”), a Shelf Registration Statement providing for the sale of all the Transfer Restricted Securities by the Holders thereof and to have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day); provided, that (a) no Holder will be entitled to have any Transfer Restricted Securities included in any Shelf Registration Statement, or entitled to use the Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have provided such other information regarding such Holder to the Issuer as is contemplated by Section 4(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Issuer and the Guarantors shall be under no obligation to file any such Shelf Registration Statement before they are obligated to Consummate the Exchange Offers pursuant to Section 3 hereof. In the event that the Issuer and the Guarantors are required to cause to be filed with the Commission a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Issuer and the Guarantors shall use their commercially reasonable efforts to cause to be filed with the Commission and have become effective both an Exchange Offer Registration Statement pursuant to Section 3 hereof with respect to all Transfer Restricted Securities in and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (BRegistration Statement) with respect to offers and sales of Transfer Restricted Securities held by such Holders after completion of the Exchange Offers. The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which the Initial Securities covered thereby cease to be Transfer Restricted Securities (the “Shelf Effectiveness Period”). The Issuer and the Guarantors further agree to use their commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer with respect to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) in Free Writing Prospectus, as the case of any Initial Purchasermay be, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment, the Company to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders copies of any such supplement or amendment promptly after it has been used or filed with the Commission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 30 consecutive days or more than on two occasions during any 12-month period, but in any event not more than 90 days in the aggregate (whether or not consecutive) in any 12-month period (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law. Any Shelf Suspension Period pursuant to this Section 4(a) shall (1) if permitted by law and Commission policy, cause begin on the Transfer Restricted Securities of such Holder to be reissued date specified in a form that does not bear any restrictive legends relating written notice given by the Issuer to the Securities Act or Holders and shall end on the date specified in a restrictive CUSIP number so that such Securities may be sold subsequent written notice given by the Issuer to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:Holders.

Shelf Registration. (a) If (i) the Company is and the Guarantors are not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 225 days (or if such 225th day is not a Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective Day, by the Commission, other than as a result first Business Day thereafter) of the fault of Issue Date, (iii) the Initial Purchaser so requests with respect to Notes acquired by it directly from the Company or any of and the Guarantors, and as which have not been resold on or prior to the 30th day (or if such 30th day is not a result Business Day, by the first Business Day thereafter) following the Consummation of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statementthe Registered Exchange Offer, (iv) any Holder notifies the Company and the Guarantors reasonably believe that a Shelf Registration Statement would not become effective on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): Offer that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities such Holder is not eligible under to participate in the Registered Exchange Offer, due to applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)policy, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holderfollowing the completion of the Registered Exchange Offer, or (3D) such the Holder is a Brokerbroker-Dealer dealer and holds Transfer Restricted Securities owns Notes it has not exchanged and that it acquired directly from the Company or Company, one of its affiliates Affiliates or the Guarantors, or (Cv) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Private Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of any Initial Purchaser, such an unsold allotment and the Initial Purchaser notifies the Company and the Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in writing (assuming the conclusions connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not "freely tradable" and (y) the requirement that it will not receive a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall result in such Initial Purchaser’s unsold allotmentExchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) due to any change in applicable law, Commission policy or applicable interpretations thereof by the Commission’s staff, the Company is determines upon advice of its outside counsel that the Company and the Guarantors are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any reason the Registered Exchange Offer is not Consummated 20 consummated within 45 Business Days after the Effectiveness Target Date or any date prior thereto (unless an of effectiveness of the Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or ; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer other than because such Holder is an Affiliate and that are held by it following consummation of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), ; (Biv) with respect to any Holder of Transfer Restricted Securities (other than an Affiliate of the Company or the Guarantors, such Holder Initial Purchaser) notifies the Company in writing (assuming no later than 20 Business Days following the conclusions in such notification are correct) consummation of the Registered Exchange Offer that (1A) such Holder it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, Offer or (2B) such Holder it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, resales; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such Exchange Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company is or the Guarantors are not required permitted to file an effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 195 days following the original issue of the Registrable Securities or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (consummated within 240 days after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result original issue of the fault of the Company or any of the GuarantorsRegistrable Securities, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate and that are held by it following consummation of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2iv) such if any Holder may (other than an Initial Purchaser) is not resell the Exchange Securities acquired by it eligible to participate in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained or does not receive freely tradeable Exchange Securities in the Exchange Offer Registration Statement is not appropriate or available for other than by reason of such resales by such HolderHolder being an Affiliate of the Company, or (3v) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (C) if any Initial Purchaser participates in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Exchange Offer or acquires Exchange Securities pursuant to Section 2 hereof but does not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 1933 Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such Exchange Securities being not "freely tradeable," and (y) the requirement that a Participating Broker-Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), then the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long Shelf Registration Statement as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlinefollows:

Shelf Registration. (a) If (i) the Company is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Ex- change Offer solely because the Exchange Offer is not permitted by any applicable law or Commission policy (after applicable interpretation of the procedures set forth in Section 6(a)(i) hereof have been complied with), staff of the SEC or (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as holder of a result of the fault of Note notifies the Company on or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after 45th day following the Effectiveness Target Issue Date (or, if earlier, Consummation of the Exchange Offer): that (A) the Initial Purchasers request from the Company with respect due to Transfer Restricted Securities not eligible under applicable a change in law or Commission policy it is not entitled to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2B) such Holder due to a change in law or policy it may not resell the Exchange Securities Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus Prospec- tus contained in the Exchange Offer Registration Statement is not appropriate ap- propriate or available for such resales by such Holder, holder or (3C) such Holder is a Broker-Dealer and it owns Notes (including the Initial Purchaser that holds Transfer Restricted Securities Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment, the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or (iii) any holder of Private Exchange Notes so requests after the consummation of the Guarantors where no conditions Private Exchange or (iv) the holders of Rule 144 are then applicable not less than a majority in aggregate principal amount of the Transfer Restricted Notes reasonably determine that the interests of the holders would be materially adversely affected by consummation of the Exchange Offer or (other than v) the holding period requirement Com- pany has not consummated the Exchange Offer within 180 days af- ter the Issue Date (each such event referred to in paragraph clauses (d)(1)(iii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and through (2) in the event v), a "Shelf Filing Event"), the Company cannot or does not comply shall cause to be filed with the provisions of SEC pursuant to Rule 415 a shelf registra- tion statement (the foregoing clause by "Shelf Registration Statement") prior to the later of (Ix) 20 Business Days 60 days after the Issue Date or (y) 45 days after the occurrence of such Shelf Filing Event, relating to all Transfer Restricted Notes (the date "Shelf Registration") the holders of receipt by which have provided the information required pursu- ant to Section 3(b) hereof (provided that if the Shelf Filing Event arises pursuant to clause (v) above, the Company of such notice of such Holder or Initial Purchaser, if applicable under (iiishall file the Shelf Registration Statement on the 181st day after the Issue Date), and (II) shall use its best efforts to have the Shelf Registration Statement declared effective by the SEC on or prior to 90 days after the filing of such Shelf Filing Deadline:Event. In such circumstances, the Company shall use its best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act, until (A) 24 months follow- ing the Issue Date or (B) if sooner, the date immediately fol- lowing the date that all Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant thereto or otherwise cease to be Transfer Restricted Notes (the "Effectiveness Period"); provided that the Effectiveness Period shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective within 330 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 360 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests with respect to Securities of any series that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such resales by such Holder, Holder being an Affiliate of the Company; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities of the applicable series constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities of any series acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement as contemplated by Section 2 hereof, or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective by November 7, 2016 (such date being 360 days after the date hereof) or available for the Registered Exchange Offer is not consummated on or prior to the later of (x) December 7, 2016 (such resales by such Holderdate being 390 days after the date hereof) and (y) 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, or (3iii) any Purchaser so requests with respect to Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates Purchaser does not receive freely tradable New Notes, or (Civ) any Holder (other than a Purchaser) is not eligible to participate in the Registered Exchange Offer or (v) in the case of any Initial Purchasersuch Holder that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Holder does not receive Exchange Securities freely tradable New Notes in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmenttendered securities, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to being an affiliate of the Issuer and Parent within the meaning of the Securities Act or (it being understood that, for purposes of this Section 3, (x) the requirement that a restrictive CUSIP number so Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Notes acquired in exchange for such Original Notes shall result in such New Notes being not “freely tradeable” but (y) the requirement that such Securities may be sold to the public an Exchanging Dealer deliver a Prospectus in accordance connection with Rule 144 by a person that is not an Affiliate sales of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) New Notes acquired in the event the Company canRegistered Exchange Offer in exchange for Original Notes acquired as a result of market-making activities or other trading activities shall not or does result in such New Notes being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely tradeable”), and (II) the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer solely because the Registered Exchange Offer is not permitted by consummated within 300 days of the Closing Date; (iii) any Holder notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer that (A) due to a change in law or Commission policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder it may not resell the Exchange New Securities to be acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, Holder or (3C) such Holder it is a Brokerbroker-Dealer dealer and holds Transfer Restricted owns Registrable Securities acquired directly from the Company or one an affiliate of its affiliates the Company; or (Civ) in the case of any the Initial PurchaserPurchasers that participate in the Registered Exchange Offer or acquire New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuers and the Guarantors shall (1) if permitted by law shall, as promptly as practicable file and Commission policy, use their commercially reasonable efforts to cause the Transfer Restricted Securities of such Holder to be reissued in become and keep effective a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) the Company is Issuer and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated 20 Business Days after by the Effectiveness Target Date or any date prior thereto Exchange Deadline (unless an Exchange Offer Registration Statement has been filed within 270 days of the Closing Date and has not yet been declared effective by the Commission, other than as a result of the fault of the Company any Issuer or any of the GuarantorsGuarantor, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company Issuer and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation consummation of the Exchange Offer) ); or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than that is not an Affiliate of the Company Issuer or the Guarantors, such Holder notifies the Company in writing Guarantors (assuming the conclusions in such notification are correct) that (1A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3C) such Holder is a Broker-Dealer and holds Transfer Restricted Initial Securities acquired directly from the Company Issuer or one of its affiliates Affiliates, then, upon such Holder’s written request within six months of the first to occur of the Exchange Date or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmentDeadline, the Company Issuer and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or and does not have a restrictive CUSIP number so that such Transfer Restricted Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company Issuer cannot or does not comply with the provisions of the foregoing clause by within 20 Business Days of the later of (I) 20 Business Days of the date of receipt by the Company Issuer of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Issuer and the Guarantors shall:

Shelf Registration. (a) If (i) the Company is not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any other reason the Registered Exchange Offer is not Consummated 20 within 30 Business Days after of the Effectiveness Target Date or any date prior thereto (unless an the Exchange Offer Registration Statement has been filed and has not yet been declared effective become effective, (iii) an Initial Purchaser so requests with respect to Notes acquired by the Commission, other than as a result of the fault of it directly from the Company (including, without limitation, pursuant to Section 2(g)) which have not been resold on or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to the 20th Business Day following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company on or (iii) prior to 20 the 20th Business Days after 6 -108- Day following the Effectiveness Target Date (or, if earlier, Consummation of the registered Exchange Offer): Offer that (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is not eligible to participate in the Registered Exchange Offer, in such Holder is not an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer)Company, (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, Exchange Notes such Holder notifies the Company in writing would receive would not be freely tradable, or (assuming the conclusions in such notification are correct) that (1C) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may a Participating Broker-Dealer that cannot publicly resell the Exchange Securities acquired by Notes that it acquires in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Registered Exchange Offer, (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such resales by Transfer Restricted Notes shall result in such Holder, or Exchange Notes being not "freely tradable" and (3y) such Holder is the requirement that a Participating Broker-Dealer and holds Transfer Restricted Securities deliver a Prospectus in connection with sales of Exchange Notes acquired directly from the Company or one of its affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will not receive Registered Exchange Securities Offer in exchange for Transfer Restricted Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradable"), the following provisions shall apply: (b) The Company shall use best efforts to prepare and file with the Commission a Shelf Registration Statement prior to the 120th day following the earliest to occur of (i) the date on which the Company determines that it is not permitted to file the Exchange Offer Registration Statement or to Consummate the Exchange Offer; (ii) 30 Business Days after the Exchange Offer registration Statement has been declared effective if the Registered Exchange Offer has not been Consummated by such date and (iii) the date notice is given pursuant to Section (a)(iii), (iv) or (v) above (or if such 120th day is not a Business Day, by the first Business Day thereafter) and shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within 180 days thereafter. With respect to Exchange Notes received by any of the Initial Purchasers in exchange for Notes constituting any portion of such Initial Purchaser’s an unsold allotment, the Company and the Guarantors shall (1) may, if permitted by law current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (b) with respect thereto, and Commission policyany such Exchange Offer Registration Statement, cause as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (c) The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective (subject to Section 3(d)) in order to permit the Prospectus forming a part thereof to be usable by Holders until the earliest of (i) such time as the Notes or Exchange Notes covered by the Shelf Registration Statement can be sold without any limitations under clauses (c), (e), (f) or (h) of Rule 144, (ii) two years from the date on which the Shelf Registration Statement was filed exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement or during which the Company has suspended the use of the Prospectus contained therein pursuant to Section 3(d) and (iii) such date as of which all the Transfer Restricted Securities Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). 7 -109- (d) The Company may suspend the use of the Prospectus for up to three periods not to exceed 90 days in any twelve-month period for valid business reasons, to be determined by the Company in its reasonable judgment (not including avoidance of its obligations hereunder), including, without limitation, pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that (i) the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable; (ii)the period during that the Registration Statement is required to be effective and usable shall be extended by the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions; and (iii)the Liquidated Damages shall accrue on the Notes as provided in Section 4 hereof. (e) No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder to be reissued in a form that does not bear any restrictive legends relating furnishes to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Company in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) writing, within 20 Business Days after receipt of the date of receipt by a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of such notice of Transfer Restricted Notes shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder or Initial Purchaser, if applicable under (iii), and (II) shall have used its best efforts to provide all such reasonably requested information. Each Holder of Transfer Restricted Notes as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Shelf Filing Deadline:Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. 4.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement as contemplated by Section 2 hereof, or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate declared effective by October 10, 2006 or available for such resales by such Holderthe Registered Exchange Offer is not consummated within 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement , or (3iii) any Purchaser so requests with respect to Original Floating Rate Notes (or any New Floating Rate Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Floating Rate Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates Purchaser does not receive freely tradable New Floating Rate Notes, or (Civ) any Holder (other than a Purchaser) is not eligible to participate in the Registered Exchange Offer or (v) in the case of any Initial Purchasersuch Holder that participates in the Registered Exchange Offer, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will Holder does not receive Exchange Securities freely tradable New Floating Rate Notes in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotmenttendered securities, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to being an affiliate of the Issuer and Parent within the meaning of the Securities Act or (it being understood that, for purposes of this Section 3, (x) the requirement that a restrictive CUSIP number so Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Floating Rate Notes acquired in exchange for such Original Floating Rate Notes shall result in such New Floating Rate Notes being not “freely tradeable” but (y) the requirement that such Securities may be sold to the public an Exchanging Dealer deliver a Prospectus in accordance connection with Rule 144 by a person that is not an Affiliate sales of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) New Floating Rate Notes acquired in the event the Company canRegistered Exchange Offer in exchange for Original Floating Rate Notes acquired as a result of market-making activities or other trading activities shall not or does result in such New Floating Rate Notes being not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii“freely tradeable”), and (II) the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) due to any change in law, Commission policy or applicable interpretations or either of the Company is foregoing by the Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not required permitted to file an effect the Registered Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days completed within 360 days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or Issue Date; (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation 20th day following the consummation of the Registered Exchange Offer): Offer (Ax) the Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Registered Exchange Offer other than because such Holder is an Affiliate and that are held by it following consummation of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2y) such any Holder may notifies the Notes Issuers that it is not resell the Exchange Securities acquired by it or was not eligible to participate in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cz) in the case of any the Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such the Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) Notes Issuers that it will not or did not receive freely tradeable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (A) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such Exchange Securities being not “freely tradeable”; and (B) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policyIssuers shall, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(iiSection 3(b) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:hereof.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required to file an Exchange Offer Registration Statement determines upon advice of its outside counsel that it or to consummate the Exchange Offer solely because the Exchange Offer any Subsidiary Guarantor is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof; or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer Registration Statement is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result Commission under the Act within 120 days of the fault date of the Company or any original issuance of the Guarantors, and as Securities (or if such 120th day is not a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration StatementBusiness Day, the Company and Guarantors reasonably believe that a Shelf Registration Statement would next succeeding Business Day) or the Registered Exchange Offer is not become effective prior to Consummation consummated within 150 days of the Exchange Offer) date hereof (or if such 150th day is not a Business Day, the next succeeding Business Day); (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the any Initial Purchasers request from the Company Purchaser so requests with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer, other than by reason of such Holder is being an Affiliate of the Company or and the Subsidiary Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and being understood that the Prospectus requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales by such Holder, New Securities being not "freely tradable"); or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s an unsold allotment, the Company and the Guarantors shall (1) if permitted other than by law and Commission policy, cause the Transfer Restricted Securities reason of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or any 508 of Regulation S-K under the Guarantors where no conditions Act in connection with sales of Rule 144 are then applicable (other than the holding period requirement New Securities acquired in paragraph (d)(1)(ii) of Rule 144 so long as exchange for such holding period requirement is satisfied at Securities shall not result in such time of such reissue) New Securities being not "freely tradeable;" and (2y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the event Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company cannot or does not comply shall effect, at its cost, a Shelf Registration Statement in accordance with the provisions of the foregoing clause by the later of subsection (Ib) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company is not required permitted to file an effect the Registered Exchange Offer Registration Statement as contemplated by Section 2 hereof; or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Exchange Offer Registration Statement is not Consummated declared effective by the Commission on or prior to the 180th day following the Issue Date or the Registered Exchange Offer is not consummated on or prior to the 225th day following the Issue Date; or (iii) any Holder (other than an Initial Purchaser) notifies the Company within 20 Business Days after consummation of the Effectiveness Target Date or any date prior thereto (unless an Registered Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company; or (iv) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, ; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable") (the date on which any event specified in clause (i) through (v) above occurs, the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii"Shelf Registration Event Date"), and (II) then the Shelf Filing Deadlinefollowing provisions shall apply:

Shelf Registration. (a) If (i) notwithstanding the efforts contemplated in Section 2(g), due to any change in applicable law or interpretations thereof by the Staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result consummated within 225 days of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or date hereof; (iii) prior to 20 Business Days after any Initial Purchaser so requests, within the Effectiveness Target Date (or90-day period specified in Section 2(f) above, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder is an Initial Purchaser or an Affiliate of the Company or the Guarantors or because a Holder did Company) is not validly tender (and not withdraw) Initial Securities pursuant eligible to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to because of any applicable laws or interpretations thereof by the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, Staff; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradable” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that subsection (b) below. In the case of clause (ii) of this Section 3(a), if the Registered Exchange Offer is not an Affiliate of consummated, the Company or may terminate any of the Guarantors where no conditions of Rule 144 are Shelf Registration Statement then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied effect, without penalty, at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:any time.

Shelf Registration. (a) If (i) the Company is not required permitted to file an the Exchange Offer Registration Statement or to consummate Consummate the Registered Exchange Offer solely because the Registered Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with)policy, (ii) for any reason the Exchange Offer is not Consummated 20 Business Days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) or (iii) prior to 20 Business Days after 60th day preceding the Effectiveness Target Filing Date (or, if earlier, Consummation of 1) any Holder notifies the Exchange Offer): (A) the Initial Purchasers request from the Company with respect Issuer that due to Transfer Restricted Securities not eligible under a change in applicable law or Commission policy it is not entitled to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Registered Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company offer or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder it may not resell the Exchange Securities Notes acquired by it in the Registered Exchange Offer to the public without delivering a complying with the registration and prospectus delivery requirements of the Act and that the delivery of the Prospectus contained in the Exchange Offer Registration Statement Statement, as appropriately amended, is not appropriate or a legally available for such resales by such Holder, alternative or (32) such any Holder is a Broker-Dealer and holds Transfer Restricted Securities notifies the Issuer that it owns Notes (including, without limitation, Notes held by any of the Initial Purchasers that constitute any portion of an unsold allotment) acquired directly from the Company Issuer or one an Affiliate of its affiliates the Issuer, (iii) the Registered Exchange Offer is not Consummated within 180 days of the Filing Date, or (Civ) in the case of any Initial Purchaser, such where the Initial Purchaser notifies participates in the Company Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in writing exchange for Notes constituting any portion of an unsold allotment (assuming it being understood that, for purposes of this Section 3, (x) the conclusions requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such notification are correctExchange Notes being not "freely tradable" and (y) the requirement that it will not receive an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Securities constituting any portion Notes acquired as a result of market-making activities or other trading activities shall not result in such Initial Purchaser’s unsold allotmentExchange Notes being not "freely tradable"), the Company and the Guarantors following provisions shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadlineapply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, either the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer BCC determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), 2 hereof; (ii) for any other reason the Registered Exchange Offer is not Consummated 20 Business Days consummated within 210 days after the Effectiveness Target Date or date of original issuance of the Securities; (iii) any date prior thereto (unless an Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer Registration Statement has been filed and has not yet been declared effective that are held by it following consummation of the Commission, Registered Exchange Offer; (iv) any Holder (other than as a result an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of the fault such Holder being an affiliate of the Company or any BCC within the meaning of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation of the Exchange Offer) Act; or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible under applicable law or Commission policy to be exchanged for Exchange Securities in the Exchange Offer other than because such Holder is an Affiliate of the Company or the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to the Exchange Offer (or otherwise elected to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted 7 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors BCC shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law Section 2 hereof; or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any other reason the Registered Exchange Offer is not Consummated consummated within 300 days of the date hereof; (iii) any Initial Purchaser so requests within 20 Business Days days after the Effectiveness Target Date or any date prior thereto (unless an Exchange Offer Registration Statement has been filed and has not yet been declared effective by the Commission, other than as a result of the fault of the Company or any of the Guarantors, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Company and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to Consummation consummation of the Exchange Offer) or (iii) prior to 20 Business Days after the Effectiveness Target Date (or, if earlier, Consummation of the Exchange Offer): (A) the Initial Purchasers request from the Company Offer with respect to Transfer Restricted Securities that are not eligible under applicable law or Commission policy to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than because such Holder is an Affiliate of Initial Purchaser) who notifies the Company or within 20 days after the Guarantors or because a Holder did not validly tender (and not withdraw) Initial Securities pursuant to consummation of the Exchange Offer (or otherwise elected that it is not eligible to not participate in the Exchange Offer), (B) with respect to any Holder of Transfer Restricted Securities other than an Affiliate of the Company or the Guarantors, such Holder notifies the Company in writing (assuming the conclusions in such notification are correct) that (1) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (2) such Holder may not resell and holds Securities pending consummation of the Registered Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such HolderOffer, so requests; or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Company or one of its affiliates or (Cv) in the case of any Initial PurchaserPurchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser notifies the Company in writing (assuming the conclusions in such notification are correct) that it will does not receive Exchange freely tradeable New Securities in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Initial Purchaser’s unsold allotmentSecurities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors shall (1) if permitted by law and Commission policy, cause the Transfer Restricted Securities of such Holder to be reissued in effect a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with Rule 144 by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable subsection (other than the holding period requirement in paragraph (d)(1)(iib) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause by the later of (I) 20 Business Days of the date of receipt by the Company of such notice of such Holder or Initial Purchaser, if applicable under (iii), and (II) the Shelf Filing Deadline:below.