Common use of Shelf Registration Clause in Contracts

Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:

Shelf Registration. If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company and the Guarantors are is not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason consummated within 210 calendar days after the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; Closing Date or (iii) with respect to any Holder of Transfer Restricted Securities Registrable Notes that is not an Affiliate a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) shall notify the Company prior to the 20th calendar day following the consummation of the Company or the Guarantors Exchange Offer (A) that such Holder is was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer, or (B) that 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 (C) that such Holder is a Participating Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall Affiliates (1) if permitted by law, 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 and does not have 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 or any of the Guarantors where no conditions of Rule 144 are then applicable events specified in (other than the holding period requirement in paragraph i), (d)(1)(iiii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissueor (iii) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineRegistration Event”, and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a) of this Agreement, as the case may be, the Company shall promptly notify the Holders in writing thereof and the Guarantors shall, at its cost, file with the SEC as promptly as practicable after such Shelf Registration Event Date and, in any event, within 45 calendar days after such Shelf Registration Event Date, or, if later, the 120th calendar day after the Closing Date, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their cost:obligations under the penultimate paragraph of Section 3 hereof or under this paragraph), and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and in any event, on or before the 120th calendar day after the Shelf Registration Event Date or, if later, the 210th calendar day after the Closing Date. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 calendar days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company, without request and as soon as practicable, all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales for the earlier of: (x) the expiration of the Rule 144(k) Period and (y) such time as all of the Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) and (y) being the “Effectiveness Period”). The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes. The Company further agrees to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Notes covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If Subject to Section 6(c)(i), if (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable federal law or Commission policy; policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by within 365 days after the Exchange Deadline; Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate Securities, such Holder notifies the Company prior to the 10th Business Day following Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is Holder, alone or together with Holders who hold in the aggregate at least $1.0 million in principal amount of Transfer Restricted Securities, was prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating request prior to the Securities Act and does not have 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 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 within 20 10th Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur Day following Consummation of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Offer, then the Company and the Guarantors shall, subject to the Suspension Rights set forth in Section 6(c)(i) below, use commercially reasonable efforts to: (i) 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 either event, the “Shelf Registration Statement”); and (ii) cause such Shelf Registration Statement to be declared effective by the Commission not later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day). Each of the Company and the Guarantors shall use its commercially reasonable 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 is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years following the Closing Date, or one year following its effectiveness if such Shelf Registration Statement is filed at the request of a Holder or Holders, (in each case, as such time may be extended pursuant to Section 6(d) hereof), or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or when all Initial Securities cease to be Transfer Restricted Securities.

Shelf Registration. If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company and the Guarantors are is not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason consummated within 225 calendar days after the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; Closing Date or (iii) with respect to any Holder of Transfer Restricted Securities Registrable Notes that is not an Affiliate a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) shall notify the Company prior to the 20th calendar day following the consummation of the Company or the Guarantors Exchange Offer (A) that such Holder is was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer, or (B) that 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 (C) that such Holder is a Participating Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall Affiliates (1) if permitted by law, 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 and does not have 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 or any of the Guarantors where no conditions of Rule 144 are then applicable events specified in (other than the holding period requirement in paragraph i), (d)(1)(iiii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissueor (iii) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineRegistration Event”, and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a) of this Agreement, as the case may be, the Company shall promptly notify the Holders in writing thereof and the Guarantors shall, at its cost, file with the SEC as promptly as practicable after such Shelf Registration Event Date and, in any event, within 45 calendar days after such Shelf Registration Event Date, or, if later, the 120th calendar day after the Closing Date, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their cost:obligations under the penultimate paragraph of Section 3 hereof or under this paragraph), and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and in any event, on or before the 120th calendar day after the Shelf Registration Event Date or, if later, the 225th calendar day after the Closing Date. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 calendar days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company, without request and as soon as practicable, all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales for the earlier of: (x) the expiration of the Rule 144 Period and (y) such time as all of the Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) and (y) being the “Effectiveness Period”). The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes. The Company further agrees to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Notes covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of shall notify the Company or in writing within 30 days following the Guarantors Consummation Deadline that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one any of its their Affiliates, then, upon such Holder’s request, or (iii) the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does Exchange Offer has not bear any restrictive legends relating been Consummated on or prior to the Securities Act and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Consummation Deadline”), then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. If (i) In the Company and event that (A) filing the Guarantors are not required to file an Exchange Offer Registration Statement would not be permitted by applicable law or to consummate the Exchange Offer for the Initial Securities because SEC policy, (B) the Exchange Offer is not permitted by applicable law or Commission policy; consummated within 365 days after the Issue Date, (iiC) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate Notes notifies the Companies and the Guarantor within 20 Business Days after the commencement of the Company or the Guarantors Exchange Offer that (A1) such Holder is prohibited by due to a change in applicable law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B2) such Holder due to a change in applicable law or SEC policy it may not resell the Exchange Securities Notes to be acquired by it in the 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 (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial Securities owns Transfer Restricted Notes acquired directly from either of the Company Companies or one an affiliate of its Affiliates, then, upon such Holder’s request, either of the Company and Companies or (D) the Guarantors shall (1) if permitted Majority Holders may not resell the Exchange Notes acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 without restriction under the Securities Act by a person that is not an Affiliate of the Company applicable blue sky or state securities laws (any of the Guarantors where no conditions of Rule 144 are then applicable events specified in (other than the holding period requirement in paragraph (d)(1)(iiA)-(D) 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineRegistration Event”), then the Company Companies and the Guarantors Guarantor shall, at their own cost:, use their reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises, and use their reasonable best efforts to cause the Shelf Registration Statement to be declared or become effective, as applicable, under the Securities Act on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises; provided, however, that if the Companies and the Guarantor have not consummated the Exchange Offer within 365 days (or if such 365th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Companies and the Guarantor will use their reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Notes, and shall use their reasonable best efforts to have such Shelf Registration Statement be declared or become effective, as applicable, under the Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after such Shelf Registration Statement was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Companies and the Guarantor in writing such information as the Companies and the Guarantor may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Companies and the Guarantor all information with respect to such Holder necessary to make any information previously furnished to the Companies and the Guarantor by such Holder not materially misleading.

Shelf Registration. If (i) the Company Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company Issuer or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company Issuers or one of its their Affiliates, then, upon such Holder’s request, the Company Issuers and the Guarantors shall (1) if permitted by law, 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 and does not have 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 within 20 Business Days of the later of (I) the date of receipt by the Company Issuer of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall, at their cost:

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Senior Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B Senior 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Senior Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company and the Subsidiary Guarantors shallshall (x) cause to be filed on or prior to the earliest of (1) 30 days after the date on which the Company is notified by the Commission or otherwise determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above and (2) 30 days after the date on which the Company receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their reasonable best efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in Section 5 below. The Company and the Subsidiary Guarantors shall use their cost:reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period ending when all of the Transfer Restricted Securities available for sale thereunder have been sold pursuant thereto.

Shelf Registration. If (i) In the Company and event that (A) filing the Guarantors are not required to file an Exchange Offer Registration Statement would not be permitted by applicable law or to consummate the Exchange Offer for the Initial Securities because SEC policy, (B) the Exchange Offer is not permitted by consummated within 240 days after the Issue Date or (C) any Holder of Securities notifies the Company within 20 Business Days after the commencement of the Exchange Offer that (1) due to a change in applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities SEC policy it is not Consummated by the Exchange Deadline; or (iii) with respect entitled to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating participate in the Exchange Offer, (B2) such Holder due to a change in applicable law or SEC policy it may not resell the Exchange Securities to be acquired by it in the 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 (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company or one an affiliate of its Affiliates, then, upon such Holder’s request, the Company and or (D) the Guarantors shall (1) if permitted by law, cause Holders of a majority of the Transfer Restricted Securities of such Holder may not resell the Exchange Securities to be reissued acquired by them in a form that does not bear any restrictive legends relating the Exchange Offer to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 without restriction under the Securities Act by a person that is not an Affiliate of the Company applicable blue sky or state securities laws (any of the Guarantors where no conditions of Rule 144 are events specified in (A)-(D) being a "SHELF REGISTRATION EVENT"), then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long Issuers shall, at the Company's cost, use their best efforts to file as such holding period requirement is satisfied at such time promptly as practicable after the date of such reissue) and (2) Shelf Registration Event and, in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of any event, prior to the later of (I1) 240 days after the Issue Date or (2) 30 days after such filing obligation arises, and use their best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 60 days from the date the Shelf Registration Statement was first filed. No Holder of receipt Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company of such notice of all information with respect to such Holder and (II) the first necessary to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then make any information previously furnished to the Company and the Guarantors shall, at their cost:by such Holder not materially misleading.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company shall (x) cause to be filed on or prior to 150 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 150 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 180 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shallpolicies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act.

Shelf Registration. If (i) the Company Issuer and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company Issuer or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company Issuer or one of its Affiliates, then, upon such Holder’s request, the Company Issuer and the Guarantors shall (1) if permitted by law, 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 and does not have 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 Issuer cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Company Issuer of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuer and the Guarantors shall, at their cost:

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series D Notes because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or if (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series D 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series C Notes acquired directly from the Company or one of its Affiliatesaffiliates, thenthen the Company shall (x) cause to be filed, upon on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use its reasonable best efforts to cause such Holder’s requestShelf Registration Statement to become effective on or prior to 150 days after the date on which the Company becomes obligated to file such Shelf Registration Statement; provided that if the Company has not consummated the Exchange Offer within 180 days of the Closing Date, then the Company will file the Shelf Registration Statement with the Commission on or prior to the 181st date after the Closing Date. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable law or Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shall policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (1as extended pursuant to Section 6(d)) if permitted by law, cause following the Closing Date or such shorter period that will terminate when all the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating covered by the Shelf Registration Statement have been sold pursuant to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Shelf Registration Statement or are eligible for sale under Rule 144 144(k) under the Securities Act 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Act.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an ------------------ Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities New Senior Subordinated Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities New Senior Subordinated 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Senior Subordinated Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company and the Subsidiary Guarantors shallshall (x) cause to be filed on or prior to 90 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 90 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer ---------------------------- Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use their respective commercially reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 150 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company and the Subsidiary Guarantors shall use their respective best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act.

Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Issuer and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities shall notify the Issuer in writing within 20 Business Days following the Consummation Deadline that is not an Affiliate of the Company or the Guarantors (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Notes acquired directly from the Company Issuer or one any of its Affiliates, thenthen the Issuer and the Guarantors shall: (x) cause to be filed, upon on or prior to 90 days after the earlier of (i) the date on which the Issuer determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above and (ii) the date on which the Issuer receives the notice specified in clause (a)(ii) above, (such Holder’s requestearlier date, the Company "Filing Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement")), relating to all Transfer Restricted Securities, and (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 180 days after the Filing Deadline for the Shelf Registration Statement (such 180th day the "Effectiveness Deadline"). If, after the Issuer and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Issuer and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Issuer and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (1) if permitted by law, cause y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of such Holder this Section 4(a) and the other securities required to be reissued in a form that does not bear registered therein pursuant to Section 6(b)(ii) hereof, the Issuer and the Guarantors shall use their respective reasonable best efforts to keep any restrictive legends relating Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the Securities Act and does not have 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 provisions 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 reissueSections 6(b) and (2c) hereof and in the event the Company cannot or does not comply conformity with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the later of (I) the date of receipt Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement have been sold pursuant thereto.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or to consummate Consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 days after the commencement of the Company or the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities New Notes acquired by it in the 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 Holder, Holder or (C) such Holder is a Broker-Dealer and holds Old Notes (including the Initial Securities Purchasers that hold Old Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company shall (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT"), on or prior to the earliest to occur of (1) the 45th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement or (2) the 45th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the "SHELF FILING DEADLINE"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(c) of this Agreement, and (y) use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 45th day after the Shelf Filing Deadline. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and 6(c) of this Agreement to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a) and to ensure that it conforms to the requirements of this Agreement, the Act and the Guarantors shallpolicies, at their cost:rules and regulations of the Commission as announced from time to time, for a continuous period of two years following the date on which such Shelf Registration becomes effective under the Act or such shorter period that will terminate when all the Notes covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement.

Shelf Registration. If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Company and the Guarantors are Issuer is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated for any other reason declared effective under the Securities Act by the Exchange Deadline; or SEC within 180 days after the Closing Time, (iii) with respect any holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (a) due to any Holder of Transfer Restricted Securities that a change in law or SEC policy it is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating entitled to participate in the Exchange Offer, (Bb) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 (Cc) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company Issuer or one an affiliate of its Affiliates, then, upon such Holder’s request, the Company and Issuer or (iv) the Guarantors shall (1) if permitted holders of a majority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that without restriction under applicable blue sky or state securities laws, then the Issuer shall, at its cost, file as promptly as practicable after such Securities determination or date, as the case may be sold be, and, in any event, prior to the public in accordance with Rule 144 later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a person Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is not an Affiliate otherwise due and payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Company Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of two years from the Closing Time (or such shorter period provided for in any amendment to Rule 144(k) under the Securities Act (or any of the Guarantors where no conditions of Rule 144 are then applicable (successor provision other than Rule 144A) upon the holding expiration of which securities are eligible for distribution to the public) or such shorter 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 that will terminate when all the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt Registrable Securities covered by the Company Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the last paragraph of such notice of such Holder and Section 3 hereof) (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineEffectiveness Period”), then provided, however, that with respect to the Company Private Exchange Securities the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Guarantors shallIssuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), at their cost:solely with respect to the Private Exchange Securities, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities, if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. If No later than one hundred twenty (120) days after the First Closing (as such term is defined in the Securities Purchase Agreement), the Company shall file a Registration Statement for a Shelf Registration covering the resale of the Registrable Securities with the SEC for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holder may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable Securities held by the Holder (the “Form S-3 Shelf”), or if the Company is not a Seasoned Issuer at the time of filing, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement (the number of days in (x), (y) and (z) each being a “Review Period,” depending on the nature of the Commission’s review, and provided, for any days during the period following the initial filing of the Shelf Registration Statement and prior to the effectiveness of the Shelf Registration Statement that the Commission is unable to review or declare effective registration statements filed with the Commission due to a shutdown or partial shutdown of the U.S. Government (such days, “Tolled Days”), the applicable number of days in such Review Period shall be extended by the number of Tolled Days), and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). The Company shall notify the Holder by e-mail with electronic confirmation of the effectiveness of the Shelf Registration Statement as promptly as practicable, and in any event within twenty-four (24) hours, after the Company and telephonically or otherwise confirms effectiveness with the Guarantors are not Commission. The Company shall file a final Prospectus with the Commission to the extent required to file an Exchange Offer by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. Notwithstanding anything to consummate the Exchange Offer for contrary contained herein, in the Initial Securities because event the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason informs the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities Company that is not an Affiliate all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company or the Guarantors agrees to promptly (A) such Holder is prohibited by applicable law or Commission policy from participating in inform the Exchange OfferHolder, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer use its reasonable efforts to file amendments to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Initial Registration Statement as required by the Commission, and/or (C) withdraw the Initial Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is not appropriate ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or available New Registration Statement, the Company shall be obligated to use its reasonable efforts to advocate with the Commission for such resales by such Holderthe registration of all of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (B) or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s requestabove, the Company and will use its reasonable efforts to file with the Guarantors shall (1) Commission, as promptly as allowed by the Commission, one or more Registration Statements on Form S-3 or, if permitted by law, 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 and does not have 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 is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or any of the Guarantors where no conditions of Rule 144 are then applicable New Registration Statement (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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineRemainder Registration Statements”), then the Company and the Guarantors shall, at their cost:.

Shelf Registration. If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Company and the Guarantors are Issuer is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated for any other reason declared effective under the Securities Act by the Exchange Deadline; or SEC within 180 days after the Closing Time, (iii) with respect any holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to any Holder of Transfer Restricted Securities that a change in law or SEC policy it is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating entitled to participate in the Exchange Offer, (B2) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 Holder, holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company Issuer or one an affiliate of its Affiliatesthe Issuer, then, upon such Holder’s request, or (iv) the Company and holders of a majority in aggregate principal amount at maturity of the Guarantors shall (1) if permitted Securities may not resell the Exchange Securities acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at its cost, file as promptly as practicable after such Securities determination or date, as the case may be sold be, and, in any event, prior to the public in accordance with Rule 144 later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a person Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is not an Affiliate otherwise due and payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Company Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of two years from the Closing Time (or such shorter period provided for in any amendment to Rule 144(k) under the Securities Act (or any of the Guarantors where no conditions of Rule 144 are then applicable (successor provision other than Rule 144A) upon the holding expiration of which securities are eligible for distribution to the public) or such shorter 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 that will terminate when all the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt Registrable Securities covered by the Company Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the last paragraph of such notice of such Holder and Section 3 hereof) (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineEffectiveness Period”), then provided, however, that with respect to the Company Private Exchange Securities, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Guarantors shallIssuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), at their cost:solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. If (i) the Company Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company Issuer or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company Issuers or one of its their Affiliates, then, upon such Holder’s request, the Company Issuers and the Guarantors shall (1) if permitted by law, 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 and does not have 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 within 20 Business Days of the later of (I) the date of receipt by the Company Issuer of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall, at their cost:

Shelf Registration. If (i) In the Company and event that (A) filing the Guarantors are not required to file an Exchange Offer Registration Statement would not be permitted by applicable law or to consummate the Exchange Offer for the Initial Securities because SEC policy, (B) the Exchange Offer is not permitted by applicable law or Commission policy; consummated within 375 days after the Issue Date, (iiC) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate Notes notifies the Company within 20 Business Days after the commencement of the Company or the Guarantors Exchange Offer that (A1) such Holder is prohibited by due to a change in applicable law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B2) such Holder due to a change in applicable law or SEC policy it may not resell the Exchange Securities Notes to be acquired by it in the 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 (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial Securities owns Transfer Restricted Notes acquired directly from the Company or one an affiliate of its Affiliates, then, upon such Holder’s request, the Company and or (D) the Guarantors shall (1) if permitted Majority Holders may not resell the Exchange Notes acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 without restriction under the Securities Act by a person that is not an Affiliate of the Company applicable blue sky or state securities laws (any of the Guarantors where no conditions of Rule 144 are then applicable events specified in (other than the holding period requirement in paragraph (d)(1)(iiA)-(D) 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineRegistration Event”), then the Company and the Guarantors shall, at their its own cost:, use its reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises, and use its reasonable best efforts to cause the Shelf Registration Statement to be declared or become effective, as applicable, under the Securities Act on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the first Business Day thereafter) after such filing obligation arises; provided, however, that if the Company has not consummated the Exchange Offer within 375 days (or if such 375th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Company will use its reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Notes, and shall use its reasonable best efforts to have such Shelf Registration Statement be declared or become effective, as applicable, under the Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after such Shelf Registration Statement was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make any information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. If (i) the Company Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company Issuer or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company Issuers or one of its their Affiliates, then, upon such Holder’s request, the Company Issuers and the Guarantors shall (1) if permitted by law, 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 and does not have 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 within 20 Business Days of the later of (I) the date of receipt by the Company Issuer of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall, at their cost:

Shelf Registration. If (i) the Company Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of any of the Company Issuers or any of the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company Issuers or one of its Affiliates, then, upon such Holder’s request, the Company Issuers and the Guarantors shall (1) if permitted by law, 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 and does not have 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 any of the Company Issuers 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 within 20 Business Days of the later of (I) the date of receipt by the Company Issuers of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall, at their cost:

Shelf Registration. If (i) the Company and the Subsidiary Guarantors are not required to file an Exchange Offer Registration Statement or to consummate Consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 15 days after the commencement of the Company or the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities New Notes acquired by it in the 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 Holder, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Existing Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company and the Subsidiary Guarantors shallshall (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, at their cost:which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT"), on or prior to the earliest to occur of (1) the 90th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement or (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the "SHELF FILING DEADLINE"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) of this Agreement, and (y) use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline ( the "SHELF EFFECTIVENESS DEADLINE"). The Company shall (and shall cause each Subsidiary Guarantor to) use its best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and 6(c) of this Agreement to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a) and to ensure that it conforms to the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a continuous period of (i) two years following the date on which such Shelf Registration becomes effective under the Act or (ii) such shorter period that will terminate when all the Notes covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement.

Shelf Registration. If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Company and the Guarantors are Issuer is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated for any other reason declared effective under the Securities Act by the Exchange Deadline; or SEC within 180 days after the Closing Time, (iii) with respect to any Holder of Transfer Restricted Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in law or SEC policy it is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating entitled to participate in the Exchange Offer, (B2) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities Notes acquired by it in the 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 Holder, holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company Issuer or one an affiliate of its Affiliatesthe Issuer, then, upon such Holder’s request, or (iv) the Company and holders of a majority in aggregate principal amount of the Guarantors shall (1) if permitted Securities may not resell the Exchange Notes acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file as promptly as practicable after such Securities determination or date, as the case may be sold be, and, in any event, prior to the public in accordance with Rule 144 later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a person Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is not an Affiliate otherwise due and payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Company Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Guarantors where no conditions Issuer in writing, within 10 days after receipt of Rule 144 are then applicable (other than a request therefor, such information as 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 Issuer may, after conferring with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt counsel with regard to information relating to Holders that would be required by the Company of SEC to be included in such notice of Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of six months from the Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (IIsubject to extension pursuant to the last paragraph of Section 3 hereof) (the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineEffectiveness Period”), then provided, however, that with respect to the Company Private Exchange Notes, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Guarantors shallIssuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), at their cost:solely with respect to the Private Exchange Notes, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Notes if the aggregate principal amount of such Private Exchange Notes does not exceed $5,000,000.

Shelf Registration. If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Company and the Guarantors are Issuer is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated for any other reason declared effective under the Securities Act by the Exchange Deadline; or SEC within 180 days after the Closing Time, (iii) with respect to any Holder of Transfer Restricted Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in law or SEC policy it is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating entitled to participate in the Exchange Offer, (B2) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 Holder, holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company Issuer or one an affiliate of its Affiliatesthe Issuer, then, upon such Holder’s request, or (iv) the Company and holders of a majority in aggregate principal amount of the Guarantors shall (1) if permitted Securities may not resell the Exchange Securities acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file as promptly as practicable after such Securities determination or date, as the case may be sold be, and, in any event, prior to the public in accordance with Rule 144 later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a person Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is not an Affiliate otherwise due and payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Company Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Guarantors where no conditions Issuer in writing, within 10 days after receipt of Rule 144 are then applicable (other than a request therefor, such information as 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 Issuer may, after conferring with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt counsel with regard to information relating to Holders that would be required by the Company of SEC to be included in such notice of Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of six months from the Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (IIsubject to extension pursuant to the last paragraph of Section 3 hereof) (the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineEffectiveness Period”), then provided, however, that with respect to the Company Private Exchange Securities, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Guarantors shallIssuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), at their cost:solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company and the Guarantors are is not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason consummated within 300 calendar days after the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; Closing Date or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate Registrable Notes shall notify the Company prior to the 20th calendar day following the consummation of the Company or the Guarantors Exchange Offer (A) that such Holder is was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer, or (B) that 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 resale by such Holder, or (C) that such Holder is a Participating Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one of its AffiliatesAffiliates (any of the events specified in (i), then(ii) or (iii) being a "Shelf Registration Event", upon such Holder’s requestand the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall promptly notify the Holders in writing thereof and shall, at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 210 calendar days after such Shelf Registration Event Date, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph), and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and in any event, on or before the 270th calendar day after the Shelf Registration Event Date or, if later, the 300th calendar day after the Closing Date. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 calendar days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company, without request and as soon as practicable, all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and the Guarantors Prospectus usable for resales for the earlier of (x) the expiration of the Rule 144(k) Period or (y) such time as all of the Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) or (y) being the "Effectiveness Period"). The Company shall (1) if permitted by lawnot permit any securities other than Registrable Notes to be included in the Shelf Registration. The Company will, cause in the Transfer Restricted Securities event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to be reissued in a permit unrestricted resales of the Registrable Notes. The Company further agrees 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 by any other rules and does not have a restrictive CUSIP number so that such Securities may be sold regulations thereunder for shelf registrations, and the Company agrees to furnish to the public in accordance with Rule 144 under the Securities Act Holders of Registrable Notes covered by a person that is not an Affiliate such Shelf Registration Statement copies of the Company 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:SEC.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company shall (x) cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shallpolicies, at their cost:rules and regulations of the Commission as announced from time to time, until the earlier of one year (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act, or such date on which all Transfer Restricted Securities registered under such Shelf Registration Statement have been sold in the manner set forth in and as contemplated by the Shelf Registration Statement.

Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the staff of the Commission, the Company and the Guarantors are is not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted as contemplated by applicable law or Commission policy; Section 2(a) hereof, (ii) if for any other reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 270 days following the Issue Date or (CB) the Exchange Offer is not consummated within 45 days after effectiveness of the Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such Holder is a Broker270-Dealer and holds Initial Securities acquired directly day period or if the Exchange Offer shall be consummated after such 45-day period, then the Company's obligations under this clause (ii) arising from the Company failure of the Exchange Offer Registration Statement to be declared effective within such 270-day period or one the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser holding Notes under the circumstances referred to in clause (iv) below) is not eligible to participate in the Exchange Offer under applicable law or applicable interpretations of the staff of the Commission or elects to participate in the Exchange Offer but does not receive Exchange Notes which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Initial Purchaser prior to the 90th day following the consummation of the Exchange Offer with respect to any Registrable Notes held by it, if such Initial Purchaser is not permitted, in the opinion of its Affiliatescounsel, thenpursuant to applicable law or applicable interpretations of the staff of the Commission, upon such Holder’s request, to participate in the Company Exchange Offer and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form thereby receive securities that does not bear any restrictive legends relating to are freely tradeable without restriction under the Securities Act and does not have 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 securities or blue sky laws of any state of the Company United States or other jurisdiction (any of the Guarantors where no conditions of Rule 144 are then applicable events specified in (other than the holding period requirement in paragraph i), (d)(1)(iiii), (iii) of Rule 144 so long or (iv) being herein referred to as such holding period requirement is satisfied at such time of such reissue) a "Shelf Registration Event" and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by occurrence thereof being herein referred to as a "Shelf Registration Event Date"), the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their its cost:

Shelf Registration. If (i) the Company Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company Issuer or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company Issuers or one of its their Affiliates, then, upon such Holder’s request, the Company Issuers and the Guarantors shall (1) if permitted by law, 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 and does not have 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 within 20 Business Days of the later of (I) the date of receipt by the Company Issuer of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall, at their cost:

Shelf Registration. If Unless the credit rating assigned to NSC by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 3(a), if (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Certificates because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 4(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Certificates 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Certificates acquired directly from any of the Company or one of its Affiliates, thenthen the Company shall (x) cause to be filed, upon such Holder’s requeston or prior to 60 days after the date on which the Company determine that they are not required to file the Exchange Offer Registration Statement pursuant to clause (i) above, or 60 days after the date on which the Company receive the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the Company and the Guarantors shall (1"Shelf Registration Statement")) if permitted by law, cause the relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 3(b) hereof, and shall (y) use its best efforts to cause such Holder Shelf Registration Statement to be reissued become effective within 120 days after the date on which the Company become obligated to file such Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in a form that does not bear any restrictive legends relating this Section 4(a) continuously effective, supplemented and amended as required by and subject to the Securities Act and does not have 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 provisions 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 reissueSections 4(b) and (2c) in hereof to the event extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Company cannot or does not comply Holders thereof entitled to the benefit of this Section 3(a), and to ensure that it conforms with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a period of the later of not more than one year (Ias extended pursuant to Section 4(c)(i)) following the date of receipt on which such Shelf Registration Statement first becomes effective under the Act or such shorter period that will terminate when all the Certificates covered by the Company of such notice of such Holder and (II) Shelf Registration Statement have been sold pursuant to the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Bonds because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Bonds 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company shall, provided that the Company is then eligible to use Act Form S-3 and subject to Section 12(l) hereof, (x) cause to be filed on or one prior to 90 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 90 days after the date on which the Company receives the notice specified in clause (ii) above (each such date, a "Shelf Filing Date") a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use its Affiliatesbest efforts to cause such Shelf Registration Statement to become effective on or prior to 180 days after the Shelf Filing Date. Subject to Section 12(l) hereof, thenif the Company is not eligible to use Act Form S-3 on a Shelf Filing Date, upon then its obligation to file a Shelf Registration Statement shall be deferred until the 30th day after the earliest time that such Holder’s requesteligibility is restored. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) hereof, the Company is required to file and make effective a Shelf Registration Statement solely because the Guarantors Exchange Offer shall (1) if not be permitted by under applicable federal law, cause then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating by the Holders thereof entitled to the Securities benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and does not have the policies, rules and regulations of the Commission as announced from time to time, for a restrictive CUSIP number so that period of at least two years (as extended pursuant to Section 6(c)(i) hereof) following the date on which such Securities may be sold to the public in accordance with Rule 144 Shelf Registration Statement first becomes effective under the Securities Act 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Act.

Shelf Registration. If (i) If, because of any change in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company and the Guarantors are Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not required permitted to file an effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 300 days following the Closing Date or to consummate the Exchange Offer for the Initial Securities because (B) the Exchange Offer is not permitted by applicable law or Commission policy; completed within 365 days after the Closing Date, (iiiii) if the Initial Purchaser is holding Private Exchange Securities issued with respect to Registrable Securities that were not eligible to be exchanged for any reason Exchange Securities in the Exchange Offer for or if the Initial Purchaser does not receive freely tradable Exchange Securities is not Consummated by in the Exchange Deadline; or Offer, upon the request of the Initial Purchaser, (iiiiv) with respect to upon notice of any Holder of Transfer Restricted Securities that is not an Affiliate of (other than the Initial Purchaser) given to the Company or the Guarantors Guarantor in writing within 35 days after the commencement of the Exchange Offer to the effect that (A) such Holder is prohibited by applicable due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 (C) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Registrable Securities acquired directly from the Company or one the Guarantor or an “affiliate” of its Affiliatesthe Company or the Guarantor (as such term is defined in Rule 405 under the 1000 Xxx) or (v) the holders of a majority of the Exchange Securities may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then, upon such Holder’s request, then in case of each of clauses (i) through (v) the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Guarantor shall, at their cost:

Shelf Registration. If If: (i) because of any change in law or applicable interpretations thereof by the Company and Commission's staff, the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer Issuer determines that it is not permitted to effect a Registered Exchange Offer as contemplated by applicable law or Commission policySection 1 hereof; (ii) for any other reason the a Registered Exchange Offer is not consummated by the 150th day after the respective Notice Date (if such day is not a business day, the first business day thereafter and as extended by any Delay Period (defined below)), (iii) the Purchaser so requests if it so determines that any Holder is not eligible to participate in any Registered Exchange Offer; (iv) the Purchaser so requests with respect to Certificates not eligible to be exchanged for Exchange Certificates in a Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder that participates in a Registered Exchange Offer does not or will not receive freely transferable Exchange Certificates in exchange for tendered Certificates (including as a result of the Holder being required under applicable law to deliver a prospectus in connection with any resale of Exchange Certificates) (in the case of clause (iii), (iv) or (v), the Purchaser may make the determination or request at any time after the date first written above and prior to the expiration of the Shelf Registration Period and shall communicate such determination or request to the Issuer in writing for the Initial Securities respective Registered Exchange Offer and, in connection therewith, if such notice is not Consummated by given prior to the consummation of the respective Registered Exchange DeadlineOffer, the Purchaser may request that the Issuer and the Class C Trustee cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trustee's obligations under Section 1, as well as any liabilities of the Issuer under Section 3 related to Section 1, shall terminate with respect to such Registered Exchange Offer); (vi) the Purchaser holds Private Exchange Certificates received in connection with a Registered Exchange Offer; or (iiivii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s requestIssuer so elects, the Company and the Guarantors following provisions shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their costapply:

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Notes because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliatesshall, thenif, upon such Holder’s requestand when, the Company and is eligible to use Act Form S-3, (x) cause to be filed on or prior to 180 days after the Guarantors shall date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (1i) if permitted by lawabove or 180 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, cause the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use its best efforts to cause such Holder Shelf Registration Statement to become effective on or prior to 270 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) hereof, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be reissued permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement discussed in a form that does not bear any restrictive legends relating this Section 4(a) continuously effective, supplemented and amended as required by and subject to the Securities Act and does not have 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 provisions 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 reissueSections 6(b) and (2c) in hereof to the event extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Company cannot or does not comply Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a period of the later of at least two years (Ias extended pursuant to Section 6(c)(i) hereof) following the date of receipt by on which such Shelf Registration Statement first becomes effective under the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Act.

Shelf Registration. If No later than thirty (30) days after the date hereof, the Company shall file a Registration Statement for a Shelf Registration covering the resale of the Registrable Securities with the SEC for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holder may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable Securities held by the Holder (the “Form S-3 Shelf”), or if the Company is not a Seasoned Issuer at the time of filing, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). Subject to the terms of this Agreement, including any applicable Suspension Period, the Company shall cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “full review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement (the number of days in (x), (y) and (z) each being a “Review Period,” depending on the nature of the Commission’s review, and provided, for any days during the period following the initial filing of the Shelf Registration Statement and prior to the effectiveness of the Shelf Registration Statement that the Commission is unable to review or declare effective registration statements filed with the Commission due to a shutdown or partial shutdown of the U.S. government (such days, “Tolled Days”), the applicable number of days in such Review Period shall be extended by the number of Tolled Days), and shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including (the period during which the Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). The Company shall notify the Holder by e-mail with electronic confirmation of the effectiveness of the Shelf Registration Statement as promptly as practicable, and in any event within twenty-four (24) hours, after the Company and telephonically or otherwise confirms effectiveness with the Guarantors are not Commission. The Company shall file a final Prospectus with the Commission to the extent required to file an Exchange Offer by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. Notwithstanding anything to consummate the Exchange Offer for contrary contained herein, in the Initial Securities because event the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason informs the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities Company that is not an Affiliate all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company or the Guarantors agrees to promptly (A) such Holder is prohibited by applicable law or Commission policy from participating in inform the Exchange OfferHolder, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer file amendments to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Initial Registration Statement as required by the Commission and/or (C) withdraw the Initial Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is not appropriate ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or available New Registration Statement, the Company shall be obligated to use its reasonable efforts to advocate with the Commission for such resales by such Holderthe registration of all of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (B) or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s requestabove, the Company and will use its reasonable efforts to file with the Guarantors shall (1) Commission, as promptly as allowed by the Commission, one or more Registration Statements on Form S-3 or, if permitted by law, 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 and does not have 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 is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or any of the Guarantors where no conditions of Rule 144 are then applicable New Registration Statement (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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineRemainder Registration Statements”), then the Company and the Guarantors shall, at their cost:.

Shelf Registration. If In the event that (i) the Company and Corporation, the Guarantors are not required to file an Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Offer is not permitted by applicable law or Commission policy; Debentures (iicollectively, the "Debentures"), (y) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if such Holder Initial Purchaser is a Broker-Dealer not permitted, in the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form thereby receive securities that does not bear any restrictive legends relating to are freely tradeable without restriction under the Securities Act and does not applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Corporation and the Trust shall use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use its best efforts to have a restrictive CUSIP number so that such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities may shall be sold entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the public Corporation and the Trust in accordance writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Corporation and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Corporation by such Holder not materially misleading. The Corporation and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144 under 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 270 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Corporation and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. In the event a Shelf Registration Statement is declared effective, the Corporation and the Trust will provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Corporation and the Trust will use their best efforts to take such other actions as are required to permit unrestricted resales of the Registrable Securities. The Corporation and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act or by a person that is not an Affiliate any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of the Company Registrable Securities 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:SEC.

Shelf Registration. If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Company and the Guarantors are Issuer is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated for any other reason declared effective under the Securities Act by the Exchange Deadline; or SEC within 180 days after the Closing Time, (iii) with respect any holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (a) due to any Holder of Transfer Restricted Securities that a change in law or SEC policy it is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating entitled to participate in the Exchange Offer, (Bb) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 (Cc) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company Issuer or one an affiliate of its Affiliates, then, upon such Holder’s request, the Company and Issuer or (iv) the Guarantors shall (1) if permitted holders of a majority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that without restriction under applicable blue sky or state securities laws, then the Issuer shall, at its cost, file as promptly as practicable after such Securities determination or date, as the case may be sold be, and, in any event, prior to the public in accordance with Rule 144 later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a person Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is not an Affiliate otherwise due and payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Company Registrable Securities affected thereby, and shall use its best efforts to cause such Shelf Registration Statement declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees to use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of two years from the Closing Time (or such shorter period provided for in any amendment to Rule 144(k) under the Securities Act (or any of the Guarantors where no conditions of Rule 144 are then applicable (successor provision other than Rule 144A) upon the holding expiration of which securities are eligible for distribution to the public) or such shorter 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 that will terminate when all the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt Registrable Securities covered by the Company Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the last paragraph of such notice of such Holder and Section 3 hereof) (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineEffectiveness Period”), then provided, however, that with respect to the Company Private Exchange Securities the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Guarantors shallIssuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), at their cost:solely with respect to the Private Exchange Securities, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities, if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. If (ia) prior to the Company consummation of the Exchange ------------------ Offer, applicable interpretations of the staff of the SEC do not permit the Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because as contemplated herein, (b) the Exchange Offer is not permitted by applicable law or Commission policy; (ii) consummated within 210 days of the Closing Date for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iiic) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Issuers within 20 Business Days following the consummation of the Company or the Guarantors Exchange Offer that (Ai) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (Bii) such Holder (other than by reason of such Holder's status as an affiliate of any of the Issuers or the Guarantors) 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 (Ciii) such Holder is a Brokerbroker-Dealer dealer and holds Initial Transfer Restricted Securities acquired directly from the Company Issuers or one any of its their Affiliates, then, upon such Holder’s request, then the Company Issuers and the Guarantors shall (1x) prepare and file with the SEC, on or prior to 30 days after the earlier of (i) the date on which the Issuers determine that the Exchange Offer Registration Statement cannot be filed as a result of clause (a) above and (ii) the date on which the Issuers receive the notice specified in clause (c) above (such earlier date, the "Filing Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement"), relating to all Transfer Restricted Securities, and (y) use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (the "Shelf Registration Statement Effectiveness Target Date," and together with the Exchange Registration Statement Effectiveness Target Date, the "Effectiveness Target Dates"). The Shelf Registration Statement shall be on Form F-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3, the Issuers and the Guarantors shall use their respective best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after the Closing Date, (ii) the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or (iii) there ceases to be outstanding any Transfer Restricted Securities (the "Effectiveness Period"). The Issuers and the Guarantors shall use their best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period by supplementing and amending the Shelf Registration Statement if permitted required by lawthe rules, cause regulations or instructions applicable to the registration form used for such Shelf Registration Statement, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities covered by such Registration Statement and by any underwriter of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Transfer Restricted Securities.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or permitted to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; , or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate Securities, such Holder notifies the Company prior to the 10th Business Day following the consummation of the Company or the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, or (D) is an Affiliate of the Company and will not receive the Exchange Securities in the Exchange Offer that may be freely transferred without restriction under the federal securities laws, then, upon such Holder’s request, the Company will use its commercially reasonable efforts to file with the Commission a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) and to cause such Shelf Registration Statement to be declared effective by the Guarantors shall Commission on or prior to the 365th day after the day the obligation to file such Shelf Registration Statement arises (1) or if permitted by lawsuch 365th day is not a Business Day, cause the next succeeding Business Day); provided that in no event will such Shelf Registration Statement provide for an underwritten offering of Transfer Restricted Securities without the prior consent of the Company, such Holder consent not to be reissued in a form unreasonably withheld by the Company. The Company shall use its commercially reasonable 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 does not bear any restrictive legends relating it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and does not have 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 policies, rules and regulations of the Company or any Commission as announced from time to time, for a period of at least two years following 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 effective date of such reissue) and Shelf Registration Statement (2) in or shorter period that will terminate when all the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt Initial Securities covered by the Company of such notice of such Holder and (II) the first Shelf Registration Statement cease to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”be Transfer Restricted Securities), then the Company and the Guarantors shall, at their cost:.

Shelf Registration. If In the event that (i) the Company and or the Guarantors are not required to file an Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Exchange Offer is not permitted by applicable law or Commission policy; Debt Securities, (iiy) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Company on the Debt Securities not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) such Holder upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if the Initial Purchaser is not permitted, in the reasonable opinion of Xxxxxxx Xxxxxxxx & Xxxx llp, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a Broker-Dealer "Shelf Registration Event," and holds Initial Securities acquired directly from the Company date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or one in lieu of its Affiliatesconducting the Exchange Offer contemplated by Section 2(a), then, upon such Holder’s requestas the case may be, the Company and the Guarantors Trust shall promptly deliver to the Holders and the applicable Trustee written notice thereof and, at their cost, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (1) if permitted provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by lawthe Holders of all of the Registrable Securities, cause and shall use their best efforts to have such Shelf Registration Statement declared effective by the Transfer Restricted SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act bound by a person that is not an Affiliate all 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of this Agreement applicable to such Holder and (II) the first furnishes to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shallTrust in writing, at within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their cost:best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such 8 NEXT PAGE shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is filed, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If In the event that (i) the Company and or the Guarantors are not required to file an Trust reasonably determines, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to United States federal income tax with respect to income received or accrued on the Exchange Offer is not permitted by applicable law or Commission policy; Debentures, (iiy) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a DE MINIMIS amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) such Holder upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if the Initial Purchaser is not permitted, in the reasonable opinion of Xxxxxxx Xxxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a Broker-Dealer "SHELF REGISTRATION EVENT," and holds Initial Securities acquired directly from the Company date of occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), then in addition to or one in lieu of its Affiliatesconducting the Exchange Offer contemplated by Section 2(a), then, upon such Holder’s requestas the case may be, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Trust shall, at their cost:, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "EFFECTIVENESS PERIOD"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If If: (i) because of any change in law or applicable interpretations thereof by the Company and Commission's staff, the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer Issuer determines that it is not permitted to effect the Registered Exchange Offer as contemplated by applicable law or Commission policySection 1 hereof; (ii) for any other reason the Registered Exchange Offer for the Initial Securities is not Consummated consummated by the 180th day after the Closing Date (which day shall be extended by the Delay Period, if any, and if such day is not a business day, the first business day thereafter) (June 14, 1999, assuming (a) the Closing Date is December 14, 1998 and (b) there is no Delay Period), (iii) the Purchaser so requests if it so determines that any Holder is not eligible to participate in the Registered Exchange DeadlineOffer; (iv) the Purchaser so requests with respect to Certificates not eligible to be exchanged for Exchange Certificates in the Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder that participates in the Registered Exchange Offer does not or will not receive freely transferable Exchange Certificates in exchange for tendered Certificates (including as a result of the Holder being required under applicable law to deliver a prospectus in connection with any resale of Exchange Certificates) or the Purchaser holds Private Exchange Certificates (in the case of clause (iii), (iv) or (v), the Purchaser may make the determination or request at any time after the Closing Date and shall communicate such determination or request to the Issuer in writing and, in connection therewith, if such notice is given prior to the consummation of the Registered Exchange Offer, the Purchaser may request that the Issuer and the Class C Trust cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trust's obligations under Section 1, as well as any liabilities of the Issuer under Section 3 related to Section 1, shall terminate); or (iiivi) with respect to any Holder if the Issuer so elects, the following provisions shall apply: 3. The parties acknowledge that the provisions of Transfer Restricted Securities that is not an Affiliate Section 3 of the Company or Registration Agreement shall be subject to the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating terms of this amendment. 4. Upon the effectiveness of this amendment, all references in the Exchange OfferRegistration Agreement and all other agreements, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer documents, certificates, exhibits and instruments executed pursuant thereto, to the public Registration Agreement including, without delivering a prospectus limitation, references to "this Agreement," "hereunder," "hereof," "herein" and that the Prospectus words of like import contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such HolderAgreement shall, or (C) such Holder is except where the context otherwise requires, mean and be a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating reference to the Securities Act and does not have 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 Registration Agreement as amended hereby. 5. Except as expressly amended hereby, all 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 within 20 Business Days of Registration Agreement shall remain unaltered and in full force and effect and, as amended hereby, the later of (I) the date of receipt Registration Agreement is in all respects agreed to, ratified and confirmed by the Company parties hereto. 6. This amendment may be executed in any number of such notice counterparts and by the parties hereto in separate counterparts, each of such Holder which when so executed shall be deemed to be an original and (II) the first to occur all of the Exchange Date which taken together shall constitute one and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:same agreement. 7. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Shelf Registration. If In the event that (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) hereof have been complied with) or Commission policy; (ii) if for any reason the Exchange Offer for the Initial Securities is not Consummated by within 180 days after the Exchange Deadline; Closing Date or (iiiii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company and the Guarantors shallshall use their commercially reasonable best efforts (x) to cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, at the "Shelf Registration Statement")) relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) to cause such Shelf Registration Statement to become effective on or prior to 90 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) hereof, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) of this Section 4(a). Such an event shall have no effect on the require- ments of clause (y) of this Section 4(a). The Company and the Guarantors shall use their cost:respective commercially reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms in all material respects with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier of two years after the effective date and such time as all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold hereunder (as may be extended pursuant to this Agreement following the date on which such Shelf Registration Statement first becomes effective under the Act).

Shelf Registration. If (i) the Company and the Guarantors are not required permitted to file an Exchange Offer Registration Statement or permitted to consummate Consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law law, including all applicable gaming laws or Commission policy; policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company prior to the 20th Business Day following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities owns Notes acquired directly from the Company or one of its Affiliatesaffiliates, then, upon such Holder’s request, then the Company and the Guarantors shall (1x) if permitted by law, use their respective commercially reasonable efforts to cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating filed on or prior to the Securities Act and does not have 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 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 within 20 Business Days of the later of (I) 30 days after the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then on which the Company and the Guarantors shalldetermine that they are not permitted to file the Exchange Offer Registration Statement pursuant to clause (i) above or the date on which the Company receives the notice specified in clause (ii) above, or longer if required by federal securities laws after such filing obligation arises (or, if later, 120 days after the Closing Date), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement) (in either event, the “Shelf Registration Statement”), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their respective commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the date on which the Company and Guarantors become obligated to file such Shelf Registration Statement (or if later, 210 days after the Closing Date). The Company and the Guarantors shall use their respective commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefits as provided under this Section 4(a), and to ensure that it conforms in all material respects with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date or such shorter period that will terminate when all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement.

Shelf Registration. If (ia) prior to the Company consummation of the Exchange Offer, applicable interpretations of the staff of the SEC do not permit the Issuer and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because as contemplated herein, (b) the Exchange Offer is not permitted by applicable law or Commission policy; (ii) consummated within 300 days of the Closing Date for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iiic) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Issuer within 20 Business Days following the commencement of the Company or the Guarantors Exchange Offer that (Ai) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (Bii) such Holder (other than by reason of such Holder’s status as an affiliate of any of the Issuer or the Guarantors) 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 (Ciii) such Holder is a Brokerbroker-Dealer dealer and holds Initial Transfer Restricted Securities acquired directly from the Company Issuer or one any of its Affiliates, then, upon such Holder’s request, then the Company Issuer and the Guarantors shall (1x) if permitted by law, 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 prepare and does not have 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 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 file with the provisions of SEC, on or prior to 30 days after the foregoing clause within 20 Business Days of the later earlier of (Ii) the date on which the Issuer determines that the Exchange Offer Registration Statement cannot be filed as a result of receipt by clause (a) above, (ii) the Company expiration of such notice of such Holder the 300-day period set forth in clause (b) above, and (IIiii) the first to occur of date on which the Exchange Date and Issuer receives the Exchange Deadline notice specified in clause (c) above (such later date being a earlier date, the “Shelf Filing Deadline”), then a shelf registration statement pursuant to Rule 415 under the Company Act (which may be an amendment to the Exchange Offer Registration Statement) (the “Shelf Registration Statement”), relating to all Transfer Restricted Securities, and (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (the “Shelf Registration Statement Effectiveness Target Date,” and together with the Exchange Registration Statement Effectiveness Target Date, the “Effectiveness Target Dates”). The Shelf Registration Statement shall be on Form F-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 3, the Issuer and the Guarantors shallshall use their respective best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after the Closing Date, at (ii) the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or (iii) there ceases to be outstanding any Transfer Restricted Securities (the “Effectiveness Period”). The Issuer and the Guarantors shall use their cost:best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period by supplementing and amending the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities covered by such Registration Statement and by any underwriter of such Transfer Restricted Securities.

Shelf Registration. If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Company and the Guarantors are Issuer is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated for any other reason declared effective under the Securities Act by the Exchange Deadline; or SEC within 180 days after the Closing Time, (iii) with respect to any Holder of Transfer Restricted Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in law or SEC policy it is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating entitled to participate in the Exchange Offer, (B2) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 Holder, holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company Issuer or one an affiliate of its Affiliatesthe Issuer, then, upon such Holder’s request, or (iv) the Company and holders of a majority in aggregate principal amount of the Guarantors shall (1) if permitted Securities may not resell the Exchange Securities acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not have declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a restrictive CUSIP number so Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities may be sold include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the public Issuer in accordance writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of six months from the Closing Time (or such shorter period provided for in any amendment to Rule 144 under the Securities Act 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 (successor provision other than Rule 144A) upon the holding expiration of which securities are eligible for distribution to the public) or such shorter 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 that will terminate when all the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt Registrable Securities covered by the Company Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the last paragraph of such notice of such Holder and Section 3 hereof) (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing DeadlineEffectiveness Period”), then provided, however, that with respect to the Company Private Exchange Securities, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Guarantors shallIssuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), at their cost:solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. If (i) the Company Issuers and the Guarantors are ------------------ not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Issuers within 20 business days of the Company or commencement of the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities New 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Old Notes (including the Dealer Manager who holds Old Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company Issuer or one of its Affiliatesaffiliates or (iii) the Issuers and the Guarantors do not consummate the Exchange Offer within 45 days following the effectiveness date of the Exchange Offer Registration Statement, then, upon such Holder’s request, then the Company Issuers and the Guarantors shall (1x) if permitted use their reasonable best efforts to file a shelf registration statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement") and have it declared effective by lawthe ---------------------------- Commission as soon as practicable, cause (such date being the Shelf Filing Deadline"), --------------------- which the Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) of this Agreement, and (y) use their reasonable best efforts to cause such Holder Shelf Registration Statement to be reissued in a form that does not bear any restrictive legends relating to declared effective by the Securities Act Commission as soon as practicable. The Issuers and does not have 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 or any of the Guarantors where no conditions shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions 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 reissueSections 6(b) and (2c) in of this Agreement to the event extent necessary to ensure that it is available for resales of Notes by the Company cannot or does not comply Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a) and to ensure that it conforms with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a continuous period of the later of (I) two years following the date of receipt on which such Shelf Registration Statement becomes effective under the Act or such shorter period that will terminate when all the Notes covered by the Company of Shelf Registration Statement have been sold pursuant to such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an ------------------ Exchange Offer Registration Statement with respect to the Series B Notes or permitted to consummate Consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company prior to the 20th day following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliatesaffiliates, thenthen the Company shall use its best efforts to (x) cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above, upon a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), ---------------------------- relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) cause such Holder’s requestShelf Registration Statement to be declared effective by the Commission on or prior to 90 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shall policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (1as extended pursuant to Section 6(d)) if permitted by law, cause following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period ending when all 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 and does not available for sale thereunder have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:been sold.

Shelf Registration. If (i) If, because of any change in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company and the Guarantors are Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not required permitted to file an effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 360 days following the Closing Date or to consummate the Exchange Offer for the Initial Securities because (B) the Exchange Offer is not permitted by applicable law or Commission policy; completed within 405 days after the Closing Date, (iiiii) if the Initial Purchaser is holding Private Exchange Securities issued with respect to Registrable Securities that were not eligible to be exchanged for any reason Exchange Securities in the Exchange Offer for or if the Initial Purchaser does not receive freely tradable Exchange Securities is not Consummated by in the Exchange Deadline; or Offer, upon the request of the Initial Purchaser, (iiiiv) with respect to upon notice of any Holder of Transfer Restricted Securities that is not an Affiliate of (other than the Initial Purchaser) given to the Company or the Guarantors Guarantor in writing within 35 days after the commencement of the Exchange Offer to the effect that (A) such Holder is prohibited by applicable due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 (C) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Registrable Securities acquired directly from the Company or one the Guarantor or an “affiliate” of its Affiliatesthe Company or the Guarantor (as such term is defined in Rule 405 under the 0000 Xxx) or (v) the holders of a majority of the Exchange Securities may not resell the Exchange Securities acquired by them in the Exchange Offer to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then, upon such Holder’s request, then in case of each of clauses (i) through (v) the Company and the Guarantors shall (1) Guarantor shall, if permitted by under applicable law, cause SEC rules and regulations and applicable interpretations, thereof by 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 and does not have 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 Staff 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shallSEC, at their cost:

Shelf Registration. If In the event that (i) the Company and Company, the Guarantors are not required to file an Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable laws and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or that a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Offer is not permitted by applicable law or Commission policy; Debentures (iicollectively, the "Debentures"), (y) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimus amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) upon the request of any Initial Purchaser with respect to any Regis- trable Securities held by it, if such Holder Initial Purchaser is not permitted, in the opinion of Skadden, Arps, Slate, Meagxxx & Xlom XXX, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a Broker-Dealer "Shelf Registration Event" and holds Initial Securities acquired directly from the Company date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or one in lieu of its Affiliatesconducting the Exchange Offer contemplated by Section 2(a), then, upon such Holder’s requestas the case may be, the Company and the Guarantors Trust shall use their reasonable best efforts to cause to be filed as promptly as practi- cable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (1) if permitted provided that in no event shall such date be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by lawthe Holders of all of the Registrable Securities, cause and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the Transfer Restricted SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act bound by a person that is not an Affiliate all 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of this Agreement applicable to such Holder and (II) the first furnishes to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shallTrust in writing, at within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their cost:reasonable best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If Unless the credit rating assigned to BNSF by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 3(a), if (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Certificates because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 4(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Certificates 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Certificates acquired directly from any of the Company or one of its Affiliates, thenthen the Company shall (x) cause to be filed, upon such Holder’s requeston or prior to 60 days after the date on which the Company determine that they are not required to file the Exchange Offer Registration Statement pursuant to clause (i) above, or 60 days after the date on which the Company receive the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the Company and the Guarantors shall (1"Shelf Registration Statement")) if permitted by law, cause the relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 3(b) hereof, and shall (y) use its best efforts to cause such Holder Shelf Registration Statement to be reissued become effective within 120 days after the date on which the Company become obligated to file such Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in a form that does not bear any restrictive legends relating this Section 4(a) continuously effective, supplemented and amended as required by and subject to the Securities Act and does not have 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 provisions 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 reissueSections 4(b) and (2c) in hereof to the event extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Company cannot or does not comply Holders thereof entitled to the benefit of this Section 3(a), and to ensure that it conforms with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a period of the later of not more than one year (Ias extended pursuant to Section 4(c)(i)) following the date of receipt on which such Shelf Registration Statement first becomes effective under the Act or such shorter period that will terminate when all the Certificates covered by the Company of such notice of such Holder and (II) Shelf Registration Statement have been sold pursuant to the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by within 240 days after the Exchange Deadline; Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors Notes (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one of its Affiliatestheir affiliates, then, upon such Holder’s request, the Company and the Guarantors shall shall: (1x) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in filed a form that does not bear any restrictive legends relating shelf registration statement pursuant to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 415 under the Securities Act by a person that is not Act, which may be an Affiliate of amendment to the Company or any of Exchange Offer Registration Statement (in either event, the Guarantors where “Shelf Registration Statement”), no conditions of Rule 144 are then applicable (other later 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 within 20 Business Days of the later of (Ii) the 90th day after the date of receipt by the Company of such notice of such Holder filing obligation arises and (IIii) the first to occur of 240th day after the Exchange Closing Date and (or if such 240th day is not a Business Day, the Exchange Deadline next succeeding Business Day) (such later earliest date being a the “Shelf Filing Deadline”), then which Shelf Registration Statement shall provide for resales of all Transfer Restricted Notes the Company and Holders of which shall have provided the Guarantors shall, at their cost:information required pursuant to Section 4(b) hereof; and

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an the Exchange Offer Registration Statement with respect to the New Preferred Stock or the New Exchange Debentures or permitted to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate notifies the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the New Preferred Stock or New Exchange Securities Debentures 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Preferred Stock or Exchange Debentures acquired directly from the Company or one an affiliate of its Affiliatesthe Company, then, upon such Holder’s request, then the Company and the Guarantors shall (x) cause to be filed on or prior to (1) if permitted by lawin the case of a Registration Statement filed pursuant to clause (i) above, cause 30 days after the Transfer Restricted Securities of such Holder to be reissued in a form date on which the Company determines that does not bear any restrictive legends relating to the Securities Act and does not have 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 it is not an Affiliate of required to file 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) Exchange Offer Registration Statement and (2) in the event case of a Registration Statement filed pursuant to clause (ii) above, 30 days after the date on which the Company canreceives the notice specified in clause (ii) above (and in any event, within 150 days after the Closing Date), a shelf registration statement pursuant to Rule 415 under the Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to (1) in the case of a Registration Statement filed pursuant to clause (i) above, 90 days after the date on which the Company becomes obligated to file such Shelf Registration Statement and (2) in the case of a Registration Statement filed pursuant to clause (ii) above, 90 days after the date on which the Company receives the notice specified in clause (ii) above (and in any event, within 240 days after the Closing Date). If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of this clause (y), or does not comply with on the Target Effectiveness Date as defined in Section 5 below. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the foregoing clause within 20 Business Days extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the later Commission as announced from time to time, for a period expiring on the earlier of (Ii) the date that all Holders of receipt by Transfer Restricted Securities have sold such securities pursuant to the Company of such notice of such Holder Exchange Offer and (IIii) 365 days from the first to occur of date on which the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Offer Registration Statement is declared effective.

Shelf Registration. If (i) the Company and the Guarantors are Holdings is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate Notes shall notify Holdings in writing within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company Holdings or one of its Affiliatesaffiliates, then, upon such Holder’s request, then Holdings shall (x) cause to be filed on or prior to the Company and the Guarantors shall earliest of (1) if permitted 45 days after the date on which Holdings is notified by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form Commission or otherwise determines that does not bear any restrictive legends relating to the Securities Act and does not have 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 it is not an Affiliate of required to file the Company or any of the Guarantors where no conditions of Rule 144 are then applicable Exchange Offer Registration Statement pursuant to clause (other than the holding period requirement in paragraph (d)(1)(iii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) above and (2) 45 days after the date on which Holdings receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Notes the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their best efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Company candate on which Holdings becomes obligated to file such Shelf Registration Statement. If, after Holdings has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, Holdings is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or does not comply with on the Effectiveness Target Date as defined in Section 5 below. Holdings shall use its reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the foregoing clause within 20 Business Days extent necessary to ensure that it is available for sales of Transfer Restricted Notes by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the later Commission as announced from time to time, for a period of at least three years (Ias extended pursuant to Section 6(c)(i)) following the date of receipt on which such Shelf Registration Statement first becomes effective under the Act or such shorter period that will terminate when all Transfer Restricted Notes covered by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement have been sold pursuant thereto.

Shelf Registration. If In the event that (i) the Company and Corporation, the Guarantors are not required to file an Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Offer is not permitted by applicable law or Commission policy; Debentures (iicollectively, the "Debentures"), (y) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more that a de minimus amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if such Holder Initial Purchaser is a Broker-Dealer not permitted, in the reasonable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form thereby receive securities that does not bear any restrictive legends relating to are freely tradeable without restriction under the Securities Act and does not have 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 applicable blue sky or state securities laws (any of the Guarantors where no conditions of Rule 144 are then applicable events specified in (other than the holding period requirement in paragraph (d)(1)(iii)-(iv) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) being a "Shelf Registration Event" and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by occurrence thereof, the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “"Shelf Filing Deadline”Registration Event Date"), then in addition to or in lieu of conducting the Company Exchange Offer contemplated by Section 2(a), as the case may be, the Corporation and the Guarantors Trust shall, at their cost:, use commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Corporation and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Corporation by such Holder not materially misleading. The Corporation and the Trust agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 270 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Corporation and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Corporation and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and use commercially reasonable efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Corporation and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is Holder, or together with such other Holders who hold in the aggregate at least $1.0 million principal amount of Transfer Restricted Securities, was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliatesaffiliates, thenthen the Company shall (x) cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, upon the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use their respective best efforts to cause such Holder’s requestShelf Registration Statement to become effective on or prior to 90 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shall policies, rules and regulations of the Commission as announced from time to time, for a period of at least (1) if permitted by lawin the case of a Shelf Registration Statement required to be filed pursuant to clauses (i), cause (ii)(A) or (ii)(B) of this paragraph, three years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act (or such shorter period of time after which 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 and does not have a restrictive CUSIP number so that such Securities may be sold pursuant to the public in accordance with Rule 144 144(k) under the Securities Act by a person that is not an Affiliate of the Company Act, or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(iisuch successor provision) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and or (2) in the event the Company cannot or does not comply with the provisions case of the foregoing a Shelf Registration Statement required to be filed solely pursuant to clause within 20 Business Days (ii)(C) of the later of this paragraph, one year (Ias extended pursuant to Section 6(c)(i)) following the date of receipt by on which such Shelf Registration Statement first becomes effective under the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Act.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities solely because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; Date and the Securities are not all Freely Tradable prior to such time, or (iii) prior to the Exchange Date: (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of such Holder notifies the Company or the Guarantors that (Ai) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (Bii) 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 (Ciii) such Holder is a Broker-Dealer and holds Initial Transfer Restricted Securities acquired directly from the Company or one of its Affiliatesaffiliates or (C) in the case of any Initial Purchaser, then, upon such HolderInitial Purchaser notifies the Company it will not receive Freely Tradable Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s requestunsold allotment, the Company and the Guarantors shall (1x) if permitted by law, use their reasonable best efforts to cause the Transfer Restricted Securities of such Holder to be reissued in filed a form that does not bear any restrictive legends relating shelf registration statement pursuant to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 415 under the Securities Act by a person that Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the 30th day after the date such obligation arises but no earlier than the 366th day after the Closing Date (or if such day is not an Affiliate of a Business Day, 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)(iinext succeeding Business Day) 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a the “Shelf Filing Deadline”), then which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities by the Company and Holders of which shall have provided the Guarantors shall, at their cost:information required pursuant to Section 4(b) hereof; and

Shelf Registration. If To the extent not prohibited by any law or ------------------ applicable SEC policy, in the event that (i) the Company and the Guarantors are is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by for any other reason consummated within 180 days after the Exchange Deadline; or Closing Time, (iii) with respect any holder of Securities notifies in writing the Company within 30 days after the commencement of the Exchange Offer that (a) due to any Holder of Transfer Restricted Securities that a change in law or SEC policy it is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating entitled to participate in the Exchange Offer, (Bb) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 (Cc) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company or one an affiliate of its Affiliates, then, upon such Holder’s request, the Company and or (iv) the Guarantors shall (1) if permitted holders of a majority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by law, cause them in the Transfer Restricted Securities of such Holder Exchange Offer to be reissued in a form that does not bear any restrictive legends relating to the public without restriction under the Securities Act and does without restriction under applicable blue sky or state securities laws, then the Company shall, at its cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, -------- however, that, if the Company has not have consummated the Exchange Offer within 180 ------- days after the Closing Time, then the Company shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Company has consummated the Exchange Offer prior to the 210th day after the Closing Time, whereby the Company's obligation to file a restrictive CUSIP number so Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Company of any obligation -------- to pay Additional Interest, if Additional Interest is otherwise due and payable), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities affected thereby, and shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to 60 days after the obligation to file the Shelf Registration Statement arises. No Holder of Registrable Securities may be sold include any of its Regis- trable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the public Company in accordance writing, within 10 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make any information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended for a period of two years (or such shorter period provided for in any amendment to Rule 144 144(k) under the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) from the Closing Time or such shorter period that will terminate when all the Registrable Securities covered by a person the Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the last paragraph of Section 3 hereof) (the "Effectiveness Period"), provided, however, -------------------- -------- ------- that is not an Affiliate of with respect to the Private Exchange Securities the Company or shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days (subject to suspension pursuant to paragraph three of Section 2(e)). The Company shall not permit any of the Guarantors where no conditions of Rule 144 are then applicable (securities 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) Registrable Securities to be included in the event Shelf Registration. The Company further agrees, if necessary, to supplement or amend the Company cannot Shelf Registration Statement, if required by the rules, regulations or does not comply with instructions applicable to the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, the Company shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities, if the aggregate principal amount at maturity of such notice of such Holder and (II) the first to occur of the Private Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Securities does not exceed $5,000,000.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities New Senior Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities New Senior 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Senior Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company and the Subsidiary Guarantors shallshall (x) cause to be filed on or prior to 90 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 90 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use their respective commercially reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 150 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company and the Subsidiary Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or if (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company shall (x) cause to be filed, on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use its reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 150 days after the date on which the Company becomes obligated to file such Shelf Registration Statement; provided that if the Company has not consummated the Exchange Offer within 180 days of the Closing Date, then the Company will file the Shelf Registration Statement with the Commission on or prior to the 181st date after the Closing Date. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable law or Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shallpolicies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(d)) following the Closing Date or such shorter period that will terminate when all the Transfer 6 Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are eligible for sale under Rule 144(k) under the Act.

Shelf Registration. If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the Company staff of the SEC, the Operating Partnership and the Guarantors are not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason consummated within 240 calendar days after the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; Closing Date or (iii) with respect to any Holder of Transfer Restricted Securities Registrable Notes that is not an Affiliate a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) shall notify the Operating Partnership and the Guarantors prior to the 20th calendar day following the consummation of the Company or the Guarantors Exchange Offer (A) that such Holder is was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer, or (B) that 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 (C) that such Holder is a Participating Broker-Dealer and holds Initial Securities Notes acquired directly from the Company Operating Partnership or the Guarantors or one of its Affiliatestheir Affiliates (any of the events specified in (i), then(ii) or (iii) being a "Shelf Registration Event", upon such Holder’s requestand the date of occurrence thereof, the Company "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a) of this Agreement, as the case may be, the Operating Partnership and the Guarantors shall (1) promptly notify the Holders in writing thereof and shall, at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 60 calendar days after such Shelf Registration Event Date, or, if permitted later, 90 days after the Closing Date, a Shelf Registration Statement providing for the sale by law, cause the Transfer Restricted Securities Holders of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have 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 all of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable Registrable Notes (other than Registrable Notes owned by Holders who have elected not to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the holding penultimate paragraph of Section 3 hereof or under this paragraph), and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and in any event, on or before the 120th calendar day after the Shelf Registration Event Date or, if later, the 210th calendar day after the Closing Date. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Operating Partnership and the Guarantors in writing, within 5 calendar days after receipt of a request therefor, such information as the Operating Partnership and the Guarantors may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Operating Partnership and the Guarantors, without request and as soon as practicable, all information with respect to such Holder necessary to make the information previously furnished to the Operating Partnership by such Holder not materially misleading. The Operating Partnership and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement, subject to the 45 day grace period requirement referred to in paragraph Section 2(e)(iv), continuously effective and the Prospectus usable for resales for the earlier of: (d)(1)(iix) the expiration of the Rule 144 so long as such holding period requirement is satisfied at 144(k) Period and (y) such time as all of such reissuethe Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) and (2y) being the "Effectiveness Period"), subject to the 45 day grace period referred to in Section 2(e)(iv). Neither the Operating Partnership nor the Guarantors shall not permit any securities other than Registrable Notes to be included in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration.

Shelf Registration. If In the event that (i) the Company and or the Guarantors are not required to file an Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Exchange Offer is not permitted by applicable law or Commission policy; Debentures, (iiy) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more that a DE MINIMIS amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if such Holder Initial Purchaser is not permitted, in the reasonable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a Broker-Dealer "Shelf Registration Event", and holds Initial Securities acquired directly from the Company date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or one in lieu of its Affiliatesconducting the Exchange Offer contemplated by Section 2(a), then, upon such Holder’s requestas the case may be, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Trust shall, at their cost:, use commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 90 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 270 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registra- ble Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or permitted to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by any applicable law or Commission policy; applicable interpretation of the staff of the SEC or (ii) for any reason the Company has not consummated the Exchange Offer for within 180 days of the Initial Securities is not Consummated by the Exchange Deadline; Issue Date or (iii) with respect to any Holder holder of Transfer Restricted Securities that is not an Affiliate of a Note notifies the Company on or prior to the Guarantors Exchange Date that (A) such Holder is prohibited by applicable due to a change in law or Commission policy from participating it is not entitled to participate in the Exchange Offer, (B) 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 contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, holder or (C) such Holder it is a Brokerbroker-Dealer and dealer that owns Notes (including an Initial Purchaser that holds Initial 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, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 or (iv) any holder of Private Exchange Notes so requests within 120 days after the consummation of the Guarantors where no conditions Private Exchange (each such event referred to in clauses (i) through (iv), a "Shelf Filing Event"), the ------------------ Company shall cause to be filed with the SEC pursuant to Rule 415 a shelf registration statement (the "Shelf Registration Statement") prior to the later ---------------------------- of Rule 144 are then applicable (other than x) 60 days after the holding period requirement in paragraph Issue Date or (d)(1)(iiy) of Rule 144 so long as such holding period requirement is satisfied at such time 30 days after the occurrence of such reissueShelf Filing Event, relating to all Transfer Restricted Securities (the "Shelf ----- Registration") the holders of which have provided the information required ------------ pursuant to Section 3(b) hereof, and (2) in shall use its best efforts to have the event Shelf Registration Statement declared effective by the Company cannot SEC on or does not comply with the provisions of the foregoing clause within 20 Business Days of prior to the later of (Ii) 150 days after the date Issue Date or (ii) 90 days after the occurrence of receipt by such Shelf Filing Event; provided that if the Company of such notice of such Holder and (II) has not consummated the first to occur Exchange Offer within 180 days of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Issue Date, then the Company will, upon the request of any holder of Notes, file the Shelf Registration Statement with the SEC on or prior to the 181st day after the Issue Date. 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 following the date on which the Shelf Registration Statement was initially declared effective (subject to extension pursuant to the last paragraph of Section 5 hereof) or (B) if sooner, the date immediately following the date that all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (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 and the Guarantors shall, at their cost:as otherwise provided herein.

Shelf Registration. If (i) the Company and the Guarantors are NEHC is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities New Senior Discount Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify NEHC within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder who holds at least $2.0 million in aggregate principal amount of the Senior Discount Notes is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities New Senior Discount 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Senior Discount Notes acquired directly from the Company NEHC or one of its Affiliatesrespective affiliates, then, upon such Holder’s request, then NEHC shall (x) cause to be filed on or prior to the Company and the Guarantors shall earliest of (1) if permitted 45 days after the date on which NEHC is notified by law, cause the Transfer Restricted Securities of such Holder Commission or otherwise determines that they are not required to be reissued in a form that does not bear any restrictive legends relating file the Exchange Offer Registration Statement pursuant to the Securities Act and does not have 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 or any of the Guarantors where no conditions of Rule 144 are then applicable clause (other than the holding period requirement in paragraph (d)(1)(iii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) above and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) 45 days after the date on which NEHC receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement ")), relating to all Transfer Restricted Securities the Holders of receipt which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their respective best efforts to cause such Shelf Registration Statement to be declared effective by the Company Commission at the earliest possible time, but in no event later than 120 days after the date on which NEHC becomes obligated to file such Shelf Registration Statement. If, after NEHC has filed an Exchange Offer Registration Statement which satisfies the requirements of such notice of such Holder Section 3(a) above, NEHC is required to file and (II) make effective a Shelf Registration Statement solely because the first to occur Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Date and Offer Registration Statement shall be deemed to satisfy the Exchange Deadline requirements of clause (such later date being a “Shelf Filing Deadline”)x) above. Such an event shall have no effect on the requirements of clause (y) above, then or on the Company and the Guarantors shall, at their cost:Effectiveness Target

Shelf Registration. If (i) In the Company and event that (A) the Guarantors Issuers are not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission SEC policy; , (iiB) for any reason the Exchange Offer for the Initial Securities is not Consummated by consummated within 220 days after the Issue Date or (C) any holder of Securities notifies the Company prior to the 20th day following consummation of the Exchange Deadline; or Offer that (iii1) with respect due to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by a change in applicable law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B2) such Holder due to a change in applicable law or SEC policy it may not resell the Exchange Securities to be acquired by it in the 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 (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Securities acquired directly from the Company or one an affiliate of its Affiliates, then, upon such Holder’s request, the Company and or (D) the Guarantors shall (1) if permitted by law, cause holders of the Transfer Restricted Securities of such Holder may not resell the Exchange Securities to be reissued acquired by them in a form that does not bear any restrictive legends relating the Exchange Offer to the public without restriction under the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 without restriction under the Securities Act by a person that is not an Affiliate of the Company applicable blue sky or state securities laws (any of the Guarantors where no conditions of Rule 144 are then applicable events specified in (other than the holding period requirement in paragraph (d)(1)(iiA)-(D) 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “"Shelf Filing Deadline”Registration Event"), then the Company and the Guarantors Issuers shall, at their cost:, use their reasonable best efforts to file as promptly as practicable after the date of such Shelf Registration Event and, in any event, prior to the later of (1) 90 days after the Issue Date or (2) 90 days (or 30 days in the case of clause (B) of this Section 2(b)) after such filing obligation arises and use their reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 90 days from such required filing date. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make any information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or to consummate Consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policypolicy (after the procedures set forth in Section 6(a) below have been complied with); (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate of Notes shall notify the Company or if the Guarantors Initial Purchasers shall notify the Company on such Holder's behalf, within 20 business days of the Consummation of the Exchange Offer (A) that such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) that such Holder may not resell the Exchange Securities Series B 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 (C) that such Holder is a Broker-Dealer and holds Initial Securities Series A-2 Notes acquired directly from the Company or one of its Affiliates, then, upon affiliates and consequently such Holder’s request, Broker-Dealer may not participate in the Company and Exchange Offer; or (iii) for any other reason the Guarantors shall (1) if permitted by law, 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 and does not have 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 Exchange Offer Registration Statement is not an Affiliate Consummated within 180 days 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)hereof, then the Company shall (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement") on or prior to the earliest to occur of (1) the 30th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, (2) the 30th day after the date on which the Company receives notice from either the Initial Purchasers or a Holder of Transfer Restricted Notes as contemplated by clause (ii) above, and (3) the 180th day after the Closing Date (such earliest date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Notes the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and (y) use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 30th day after the Shelf Filing Deadline. The Company shall use its 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 is available for resales of Notes by the Holders of Transfer Restricted Notes entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shallpolicies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years after the effective date of such Shelf Registration Statement (or for a period of one year after such effective date if such Shelf Registration Statement is filed at the request of the Initial Purchasers or a Holder pursuant to clause (ii) above or, for such shorter period, if, and only if, all of the Notes covered by the Shelf Registration Statement have been sold pursuant thereto).

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Debentures because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B Debentures 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Debentures acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company shall (x) cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 60 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement"), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(B) hereof, and shall (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 135 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the Guarantors shallpolicies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the Company and staff of the Guarantors Commission, the Exchange Securities received by Holders in the Registered Exchange Offer are not required to file an Exchange Offer Registration Statement or to consummate would not be, upon receipt, transferable by each such Holder without restriction under the Exchange Offer for Securities Act, (ii) the Initial Securities because the Registered Exchange Offer is not permitted consummated by applicable law the 300th day after the Issue Date (or Commission policy; if the 300th day is not a business day, the first business day thereafter), (iiiii) for any reason Purchaser so requests within 10 business days following the consummation of the Registered Exchange Offer for with respect to the Initial Securities is (or the Private Exchange Securities) not Consummated eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Deadline; Offer or (iiiiv) with respect to any Holder of Transfer Restricted Securities that is not (other than an Affiliate Exchanging Dealer) notifies the Company within 10 business days following consummation of the Company or the Guarantors (A) Registered Exchange Offer that such Holder is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, (B) Offer or such Holder 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 EXECUTION VERSION for such resales by such Holder, or (C) such Holder is a Brokerbroker-Dealer dealer and holds Initial Securities acquired directly that are part of an unsold allotment from the Company or one original sale of its Affiliates, then, upon such Holder’s requestthe Initial Securities, the Company and the Guarantors shall take the following actions (1) if permitted by law, 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 and does not have 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 or date on which 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) described in the event foregoing clauses (i) through (iv) occur, which date in the case of clause (iii) or (iv) shall be the date on which the Company cannot or does not comply with receives the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date required notice, being a “Shelf Filing DeadlineTrigger Date”), then the Company and the Guarantors shall, at their cost:):

Shelf Registration. If (i) the Company and the Guarantors are is not ------------------ required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; , (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by consummated within 210 days of the Exchange Deadline; Closing Date or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is has been advised by counsel that such Holder may be prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder has been advised by counsel that it may not resell the Exchange Securities Series B Notes acquired by it in the 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 (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliatesaffiliates, then, upon such Holder’s request, then the Company and the Guarantors shall (1x) if cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above, 30 days after the date on which the obligation specified in clause (ii) above becomes not satisfied or 30 days after the date on which the Company receives the notice specified in clause (iii) above (but in each case no earlier than 90 days after the date hereof) a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted ---------------------------- Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the date on which the Company and the Guarantors become obligated to file such Shelf Registration Statement (but no earlier than 180 days after the date hereof). If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted by under applicable federal law, cause then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall use their respective best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least three years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration ------------------- Period"), (ii) are distributed to the public pursuant to Rule 144 of such Holder ------ the Securities Act or are saleable pursuant to be reissued in a form that does not bear any restrictive legends relating to Rule 144(k) under the Securities Act and does not have a restrictive CUSIP number so that such Securities may can be sold pursuant to the public in accordance with Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144 (or any successor rule thereof); provided, however, that the Securities Act Company shall not be obligated to keep the Shelf Registration Statement effective if (i) the Company determines, in its reasonable judgment, upon advice of counsel, as authorized by a person resolution of its Board of Directors, that is not an Affiliate the continued effectiveness and usability of the Shelf Registration Statement would (x) require the disclosure of material information, which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries, provided that the Guarantors where failure to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities for such reasons shall last no conditions longer than 45 days in any 12-month period (whereafter a Registration Default), and (ii) the Company promptly thereafter complies with the requirements of Rule 144 are then applicable Section 6(c)(i) hereof, if applicable. Any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to herein as a "Suspension Period." ----------------- A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities as a result of the application of the proviso in the second preceding sentence and shall end on the earlier to occur of (other than 1) the holding period requirement date on which each seller of Transfer Restricted Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 6(c)(i) hereof or is advised in paragraph (d)(1)(ii) writing by the Company that use of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) the prospectus may be resumed and (2) in the event the Company cannot or does not comply with the provisions expiration of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:45 days in any 12-month period during which one or more Suspension Periods has been in effect.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an ------------------ Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate Notes shall notify the Company in writing within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliatesaffiliates, then, upon such Holder’s request, then the Company and the Guarantors shall (x) cause to be filed on or prior to the earliest of (1) if permitted 90 days after the date on which the Company is notified by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form Commission or otherwise determines that does not bear any restrictive legends relating to the Securities Act and does not have 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 it is not an Affiliate of required to file the Company or any of the Guarantors where no conditions of Rule 144 are then applicable Exchange Offer Registration Statement pursuant to clause (other than the holding period requirement in paragraph (d)(1)(iii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) above and (2) in 90 days after the event date on which the Company cannot or does not comply with receives the provisions notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Notes the Holders of which shall have provided the foregoing clause within 20 Business Days of information required pursuant to Section 4(b) hereof, and (y) use their reasonable best efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, but in no event later of (I) than 150 days after the date of receipt by on which the Company of becomes obligated to file such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Registration Statement. If, then after the Company and the Guarantors shallhave filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in Section 5 below. The Company and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Notes by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period that will terminate when all Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. If Subject to Section 6(c)(i), if (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable federal law or Commission policy; policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by within 365 days after the Exchange Deadline; Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate Securities, such Holder notifies the Company prior to the 10th Business Day following Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder Holder, alone or together with Holders who hold in the aggregate at least $1.0 million in principal amount of Transfer Restricted Securities, is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating request prior to the Securities Act and does not have 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 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 within 20 10th Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur Day following Consummation of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Offer, then the Company and the Guarantors shall, subject to the Suspension Rights set forth in Section 6(c)(i) below, use commercially reasonable efforts to: (i) 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, unless an effective shelf registration statement pursuant to Rule 415 under the Securities Act is already on file, provided that such shelf registration statement may be used to fully satisfy the Company’s obligations under the following paragraph, Section 6(b) and 6(c) (in any such event, the “Shelf Registration Statement”); and (ii) cause such Shelf Registration Statement that is not already effective to be declared effective by the Commission not later than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day). Each of the Company and the Guarantors shall use its commercially reasonable 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 is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year following the Closing Date, or one year following its effectiveness if such Shelf Registration Statement is filed at their cost:the request of a Holder or Holders, (in each case, as such time may be extended pursuant to Section 6(d) hereof), or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or when all Initial Securities cease to be Transfer Restricted Securities.

Shelf Registration. If (i) the Company Issuer and the Subsidiary Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Issuer within 20 business days of the Company or commencement of the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities New 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, Holder or (C) such Holder is a Broker-Dealer and holds Old Notes (including the Initial Securities Purchaser who holds Old Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company Issuer or one of its Affiliates, then, upon such Holder’s request, affiliates or (iii) the Company Issuer and the Subsidiary Guarantors do not consummate the Exchange Offer within 45 days following the effectiveness date of the Exchange Offer Registration Statement, then the Issuer and the Subsidiary Guarantors shall (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement"), on or prior to the earliest to occur of (1) if permitted by law, cause the 60th day after the date on which the Issuer determines that it is not required to file the Exchange Offer Registration Statement or (2) the 60th day after the date on which the Issuer receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) of this Agreement, and (y) use its best efforts to cause such Holder Shelf Registration Statement to be reissued in a form that does not bear any restrictive legends relating declared effective by the Commission on or before the 120th day after the Shelf Filing Deadline. The Issuer and the Subsidiary Guarantors shall use their best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act and does not have 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 provisions 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 reissueSections 6(b) and (2c) in of this Agreement to the event extent necessary to ensure that it is available for resales of Notes by the Company cannot or does not comply Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a) and to ensure that it conforms with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a continuous period of the later of (I) two years following the date of receipt on which such Shelf Registration Statement becomes effective under the Act or such shorter period that will terminate when all the Notes covered by the Company of Shelf Registration Statement have been sold pursuant to such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement.

Shelf Registration. If (i) the Company Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or permitted to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; , or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate Securities, such Holder notifies the Issuers prior to the 20th Business Day following the consummation of the Company or the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) 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 (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company Issuers or one of its their Affiliates, or (D) is an Affiliate of the Issuers and will not receive the Exchange Securities in the Exchange Offer that may be freely transferred without restriction under the federal securities laws, then, upon such Holder’s request, the Company Issuers and the Guarantors will use their commercially reasonable efforts to file with the Commission a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) and to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to the 365th day after the day the obligation to file such Shelf Registration Statement arises (or if such 365th day is not a Business Day, the next succeeding Business Day); provided that in no event will such Shelf Registration Statement provide for an underwritten offering of Transfer Restricted Securities without the prior consent of the Company, such consent not to be unreasonably withheld by the Company. The Issuers and the Guarantors shall use their commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (1c) if permitted hereof to the extent necessary to ensure that it is available for resales of Initial Securities by law, cause the Holders of Transfer Restricted Securities entitled to the benefit of such Holder this Section 4(a), and to be reissued in a form ensure that does not bear any restrictive legends relating to it conforms with the requirements of this Agreement, the Securities Act and does not have 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 policies, rules and regulations of the Company or any Commission as announced from time to time, for a period of at least two years following 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 effective date of such reissue) and Shelf Registration Statement (2) in or shorter period that will terminate when all the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt Initial Securities covered by the Company of such notice of such Holder and (II) the first Shelf Registration Statement cease to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”be Transfer Restricted Securities), then the Company and the Guarantors shall, at their cost:.

Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) hereof) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate of shall notify the Company or in writing prior to the Guarantors 20th day following the Consummation Deadline that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one any of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 30 days after the earlier of (1) the date on which the Company determines that the Exchange Offer Registration Statement need not or cannot be filed as a result of clause (a)(i) above and (2) the date on which the Company receives the notice specified in clause (a)(ii) above, (such earlier date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day being the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) hereof, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to meet the Effectiveness Deadline set forth in clause (y) above. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission, as announced from time to time, for a period of at their cost:least two years (as extended due to events specified in Section 6(c)(i) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. If (i) the Company Issuers and the Guarantors are not required permitted to file an Exchange Offer Registration Statement or permitted to consummate Consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law law, including all applicable gaming laws or Commission policy; policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Issuers prior to the 20th day following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities owns Notes acquired directly from the Company Issuers or one of its Affiliatestheir affiliates, then, upon such Holder’s request, then the Company Issuers and the Guarantors shall (1x) use their respective commercially reasonable efforts to cause to be filed on or prior to 30 days after the date on which the Issuers and the Guarantors determine that they are not permitted to file the Exchange Offer Registration Statement pursuant to clause (i) above or the date on which the Issuers receive the notice specified in clause (ii) above, or longer if permitted required by lawfederal securities laws after such filing obligation arises (or, cause if later, 90 days after the Closing Date), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement) (in either event, the "SHELF REGISTRATION STATEMENT"), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their respective commercially reasonable efforts to cause such Holder Shelf Registration Statement to be reissued in a form that does not bear any restrictive legends relating become effective on or prior to 90 days after the date on which the Issuers and Guarantors become obligated to file such Shelf Registration Statement (or if later, 180 days after the Closing Date). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by and subject to the Securities Act and does not have 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 provisions 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 reissueSections 6(b) and (2c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefits as provided under this Section 4(a), and to ensure that it conforms in the event the Company cannot or does not comply all material respects with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the later of (I) the date of receipt Closing Date or such shorter period that will terminate when all Transfer Restricted Securities covered by the Company of such notice of such Holder and (II) Shelf Registration Statement have been sold pursuant to the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement.

Shelf Registration. If In the event that (i) the Company and or the Guarantors are not required to file an Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Exchange Offer is not permitted by applicable law or Commission policy; Debentures, (iiy) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) such Holder upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if the Initial Purchaser is not permitted, in the reasonable opinion of Thacxxx Xxxxxxxx & Xood, xxrsuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a Broker-Dealer "Shelf Registration Event," and holds Initial Securities acquired directly from the Company date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or one in lieu of its Affiliatesconducting the Exchange Offer contemplated by Section 2(a), then, upon such Holder’s requestas the case may be, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Trust shall, at their cost:, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when

Shelf Registration. If (i) the Company and the Guarantors are is not required permitted to file an Exchange Offer Registration Statement or to consummate Consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policypolicy (after the Company has complied with the procedures set forth in Section 6(a)(i) below); (ii) for any reason Holder notifies the Company prior to the 20th Business Day following Consummation of the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities acquired by it (other than an exchanging Broker-Dealer) that participates in the Exchange Offer does not receive freely tradeable Exchange Notes on the date of exchange; (iii) the Initial Purchaser so requests with respect to the public without delivering a prospectus and Initial Notes held by it that are not eligible to be exchanged for Exchange Notes in the Prospectus contained Exchange Offer; or (iv) the Exchange Offer is not consummated by the 270th day after the issue date of the Initial Notes, then the Company, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall use its commercially reasonable efforts on or prior to 180 days after the earlier of (i) the date as of which the Company determines that the Exchange Offer Registration Statement is will not appropriate be or available for such resales by such Holdercannot be, as the case may be, filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clauses (a)(ii) and (a)(iii) above or (Ciii) the date specified in clause (a)(iv) above (180 days after such Holder is earlier date, the “Shelf Effectiveness Deadline”) to cause a Broker-Dealer and holds Initial shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)) covering the resale of all Transfer Restricted Securities acquired directly from to become effective. If, after the Company or one has filed an Exchange Offer Registration Statement that satisfies the requirements of its Affiliates, then, upon such Holder’s requestSection 3(a) above, the Company is required to use its commercially reasonable efforts to cause to become effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Shelf Effectiveness Deadline set forth in clause (y) above. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the Guarantors other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (1as extended pursuant to Section 6(c)(i) if permitted by law, cause or 6(d)) or until the earliest of (i) the date on which the Transfer Restricted Securities of such Holder to be reissued covered by the Shelf Registration Statement are no longer restricted securities (as defined in a form that does not bear any restrictive legends relating to the Securities Act and does not have 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 Act) or any of the Guarantors where no conditions of are saleable pursuant to 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) without limitation and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (Iii) the date of receipt on which all Transfer Restricted Securities covered by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement have been sold pursuant thereto.

Shelf Registration. If If, (i) applicable interpretations of the staff of the Commission do not permit the Company and to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Registered Exchange Offer is not permitted consummated by applicable law or Commission policy; the 220th day after the Issue Date, (iiiii) for any reason the Exchange Offer for Initial Purchaser so requests with respect to the Initial Securities is (or the Private Exchange Securities) not Consummated eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Deadline; Offer or (iiiiv) with respect to any Holder of Transfer Restricted Securities that is not (other than an Affiliate of the Company or the Guarantors (AExchanging Dealer) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) such Holder may does not resell the receive freely tradeable Exchange Securities acquired by it on the date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions described in the Exchange Offer foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"): The Company shall as promptly as practicable (but in no event more than 90 days after the Trigger Date (such 90th day being a "FILING DEADLINE")) file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective: in the public without delivering case of clause (i), no later than 180 days after the Issue Date and, in the case of clauses (ii) through (iv), no later than 90th date after the Trigger Date (such 180th day after the Issue Date in the case of clause (i), or such 90th day after the Trigger Date in the case of clauses (ii) through (iv) being an "EFFECTIVENESS DEADLINE") a prospectus and that registration statement (the Prospectus contained in "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement is not Statement, a "REGISTRATION STATEMENT") on an appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer form under the Securities Act relating to the offer and holds Initial Securities acquired directly from the Company or one sale of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of such Holder to be reissued distribution set forth in a form that does not bear any restrictive legends relating to the Shelf Registration Statement and Rule 415 under the Securities Act and does not (hereinafter, the "SHELF REGISTRATION"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a restrictive CUSIP number so period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that such will terminate when all the Securities may be covered by the Shelf Registration Statement (i) have been sold to the public pursuant thereto or (ii) are no longer restricted securities (as defined in accordance with Rule 144 under the Securities Act by a person Act, or any successor rule thereof) provided, however, the Company shall not be obligated to keep the Shelf Registration Statement continuously effective to the extent set forth below if (i) the Company determines, in its reasonable judgment, upon advice of counsel, that is not an Affiliate the continued effectiveness and usability of the Shelf Registration statement would (x) require the disclosure of material information, which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Guarantors where Company or any of its subsidiaries, provided that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Securities for the reasons set forth in clauses (x) and (y) above shall last no conditions longer than 60 days in any 12-month period (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable until the Shelf Registration Statement becomes effective and usable) and (ii) the Company promptly thereafter complies with the requirements of Rule 144 are then applicable Section 3(j) hereof, if applicable; provided, further, that the number of days of any actual Suspension Period (other than as hereinafter defined) shall be added on to, and therefore extend, the holding two-year period requirement specified above. Any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of securities is referred to herein as a "SUSPENSION PERIOD." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and shall end on the earlier to occur of (1) the date on which each seller of Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(j) hereof or is advised in paragraph (d)(1)(ii) writing by the Company that the use of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) the prospectus may be resumed and (2) the expiration of 60 days in any 12-month period during which one or more Suspension Periods has been in effect. The Company shall be deemed not to have used its reasonable best efforts to keep the event Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (A) required by applicable law or (B) permitted by this paragraph. Notwithstanding any other provisions of this Agreement to the contrary, the Company cannot shall cause the Shelf Registration Statement and the related prospectus and any amendment or does not supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the provisions applicable requirements of the foregoing clause within 20 Business Days Securities Act and the rules and regulations of the later of (I) the date of receipt by the Company of such notice of such Holder Commission and (IIii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the first to occur statements therein, in light of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)circumstances under which they were made, then the Company and the Guarantors shall, at their cost:not misleading.

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 and the Guarantors are Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not required permitted to file an effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 days following the Closing Date or to consummate the Exchange Offer for the Initial Securities because (B) the Exchange Offer is not permitted by applicable law or Commission policy; consummated within 300 days after the Closing Date, (iiiii) if the Initial Purchaser is holding Private Exchange Securities issued with respect to Registrable Securities that were not eligible to be exchanged for any reason Exchange Securities in the Exchange Offer for or if the Initial Purchaser does not receive freely tradable Exchange Securities is not Consummated by in the Exchange Deadline; or Offer, upon the request of the Initial Purchaser, (iiiiv) with respect to upon notice of any Holder of Transfer Restricted Securities that is not an Affiliate of (other than the Initial Purchaser) given to the Company or the Guarantors Guarantor in writing within 35 days after the commencement of the Exchange Offer to the effect that (A) such Holder is prohibited by applicable due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 (C) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Registrable Securities acquired directly from the Company or one the Guarantor or an “affiliate” of its Affiliatesthe Company or the Guarantor (as such term is defined in Rule 405 under the 0000 Xxx) or (v) the holders of a majority of the Exchange Securities may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then, upon such Holder’s request, then in case of each of clauses (i) through (v) the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Guarantor shall, at their cost:

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or to consummate Consummate the Exchange Offer for with respect to the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate Notes shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliatesaffiliates, then, upon such Holder’s request, then the Company and the Guarantors shall (x) cause to be filed on or prior to the earliest of (1) if permitted by law, cause 45 days after the Transfer Restricted Securities of such Holder to be reissued in a form date on which the Company determines that does not bear any restrictive legends relating to the Securities Act and does not have 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 it is not an Affiliate of required to file the Company or any of the Guarantors where no conditions of Rule 144 are then applicable Exchange Offer Registration Statement pursuant to clause (other than the holding period requirement in paragraph (d)(1)(iii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and above, (2) in 45 days after the event date on which the Company cannot receives the notice specified in clause (ii) above and (3) 120 days after the Closing Date, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Notes the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their reasonable best efforts to cause such Shelf Registration Statement to become effective on or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) prior to 120 days after the date of receipt by on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of such notice of such Holder Section 3(a) above, the Company is required to file and (II) make effective a Shelf Registration Statement solely because the first to occur Exchange Offer shall not be permitted under applicable law or Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:as defined in Section 5

Shelf Registration. If Holders of a majority of the Registrable Securities may at any time make a written request that the Company effect a shelf registration of a portion of the Registrable Securities held by such Holders (the "Shelf Registration") pursuant to Rule 415. Upon receipt of a request for the Shelf Registration, the Company shall promptly (but in any event within ten (10) days) give written notice of the proposed Shelf Registration to all other Holders, and each such other Holder shall have the right to include for offer and sale in the Shelf Registration: (i) prior to the Company first anniversary of the Closing Date (the "First Anniversary"), no more than 25% of the Registrable Securities held by such Holder immediately after the Closing (assuming the conversion of all Series B Preferred Stock after giving effect to the accretion of dividends thereon and all Series C Preferred Stock and the Guarantors are not required to file an Exchange Offer Registration Statement exercise of all Warrants) (directly or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; indirectly in accordance with their terms), (ii) for any reason from and after the Exchange Offer for First Anniversary and prior to the Initial second anniversary of the Closing Date (the "Second Anniversary"), no more than 50% of the Registrable Securities is not Consummated held by such Holder immediately after the Exchange Deadline; Closing (assuming the conversion of all Series B Preferred Stock after giving effect to the accretion of dividends thereon and all Series C Preferred Stock and the exercise of all Warrants) (directly or indirectly in accordance with their terms), (iii) with respect from and after the Second Anniversary and prior to any Holder of Transfer Restricted Securities that is not an Affiliate the third anniversary of the Company or Closing Date (the Guarantors (A) "Third Anniversary"), no more than 75% of the Registrable Securities held by such Holder is prohibited by applicable law or Commission policy from participating in immediately after the Exchange Offer, Closing (B) such Holder may not resell assuming the Exchange Securities acquired by it in the Exchange Offer conversion of all Series B Preferred Stock after giving effect to the public without delivering a prospectus accretion of dividends thereon and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate all Series C Preferred Stock) (directly or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have a restrictive CUSIP number so that such Securities may be sold to the public indirectly in accordance with Rule 144 under the Securities Act 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) their terms), and (2iv) in from and after the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt Third Anniversary, all Registrable Securities held by the Company of such notice of such Holder immediately after the Closing (assuming the conversion of all Series B Preferred Stock after giving effect to the accretion of dividends thereon and (II) the first to occur of the Exchange Date all Series C Preferred Stock and the Exchange Deadline exercise of all Warrants) (such later date being a “Shelf Filing Deadline”directly or indirectly in accordance with their terms). Any reference to the number of shares held by any Holder shall be determined so as to adjust for any stock splits, then the Company and the Guarantors shall, at their cost:dividends or similar transactions.

Shelf Registration. If In the event that (i) the Company and the Guarantors Trust are not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable of any change in law or Commission policy; in currently prevailing interpretations of the staff of the SEC, (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, (iii) upon the request of any Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of Shearman & Sterling, pursuant to applicable law or available applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws or (iv) if the Company has received an opinion of counsel having a recognized national tax practice to the effect that, as a result of the consummation of the Exchange Offer, there is more than an insubstantial risk that (A) the Trust could be subject to US federal or UK income tax with respect to income received or accrued on the Subordinated Debentures or Exchange Debentures, (B) interest payable by the Company on such Subordinated Debentures or Exchange Debentures would not be deductible by the Company, in whole or in part, for such resales by such HolderUS earnings and profits purposes or UK income tax purposes, or (C) such Holder is the Trust could be subject to more than a Broker-Dealer de minimis amount of other taxes, duties or other governmental charges, or in certain other circumstances (any of the events specified in (i) - (iv) being a "Shelf Registration Event" and holds Initial Securities acquired directly from the Company or one date of its Affiliatesoccurrence thereof, then, upon such Holder’s requestthe "Shelf Registration Event Date"), the Company and the Guarantors Trust shall promptly deliver to the holders and the Institutional Trustee written notice thereof and, at their cost, use their reasonable best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (1which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to clause (iii) if permitted by lawthe Company may register such Registrable Securities together with the Exchange Offer Registration Statement, cause filed pursuant to Section 2(a), and the Transfer Restricted requirements as to timing applicable thereto. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act bound by a person that is not an Affiliate all 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of this Agreement applicable to such Holder and (II) the first furnishes to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shallTrust in writing, at within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their cost:reasonable best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) the Company and the Guarantors are not ------------------ required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer upon advice of outside counsel that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Subordinated Notes acquired directly from the Company or one of its Affiliatesaffiliates, then, upon such Holder’s request, then the Company and the Guarantors shall (1x) if permitted by lawuse their respective best efforts to cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement) (in either event, cause the "Shelf Registration Statement"), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use their respective best efforts to cause such Holder Shelf Registration Statement to be reissued in a form that does not bear any restrictive legends relating become effective on or prior to 90 days after the Securities Act and does not have 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 date on which 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 becomes obligated to file 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Registration Statement. The Company and the Guarantors shallshall use their respective best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefits as provided under this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date or such shorter period that will terminate when all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company and the Guarantors shallGuarantor shall (x) cause to be filed on or prior to 45 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 45 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 120 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantor shall use their respective best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least three years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period ending when all of the Transfer Restricted Securities available for sale thereunder have been sold.

Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Enterprise has complied with the procedures set forth in Section 6(a)(i) hereof) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities shall notify the Enterprise in writing prior to the 20th day following the Consummation Deadline that is not an Affiliate of the Company or the Guarantors (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Notes acquired directly from the Company Enterprise or one any of its Affiliates, thenthen the Enterprise shall: (x) cause to be filed, upon such Holder’s request, on or prior to 30 days after the Company and the Guarantors shall earlier of (1) if permitted by law, cause the Transfer Restricted Securities date on which the Enterprise determines that the Exchange Offer Registration Statement need not or cannot be filed as a result of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have 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 or any of the Guarantors where no conditions of Rule 144 are then applicable clause (other than the holding period requirement in paragraph (d)(1)(iia)(i) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) above and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date on which the Enterprise receives the notice specified in clause (a)(ii) above (such earlier date being, for purposes of receipt by this Section 4, the Company of such notice of such Holder "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")) relating to all Transfer Restricted Securities, and (IIy) shall use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the first Filing Deadline for the Shelf Registration Statement (such 90th day being, for purposes of this Section 4, the "EFFECTIVENESS DEADLINE"). If, after the Enterprise filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) hereof, the Enterprise is required to occur of file and make effective a Shelf Registration Statement solely because the Exchange Date and the Exchange Deadline Offer is not permitted under applicable federal law (such later date being a “Shelf Filing Deadline”i.e., clause (a)(i) above), then the Company filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; PROVIDED that, in such event, the Enterprise shall remain obligated to meet the Effectiveness Deadline set forth in clause (y) above. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the Guarantors shallother securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Enterprise shall use its best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission, as announced from time to time, for a period of at their cost:least two years (as extended due to events specified in Section 6(c)(i) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. If (i) the Company and the Guarantors are AP Holdings is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities New Senior Discount Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify AP Holdings within 20 Business Days following the Consumma- tion of the Company or the Guarantors Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities New Senior Discount 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Senior Discount Notes acquired directly from the Company AP Holdings or one of its Affiliatesrespective affiliates, then, upon such Holder’s request, then AP Holdings shall (x) cause to be filed on or prior to the Company and the Guarantors shall earlier of (1) if 45 days after the date on which AP Holdings is notified by the Commission or otherwise determines that they are not required to file the Exchange Offer Registration Statement pursuant to clause (i) above and (2) 45 days after the date on which AP Holdings receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission at the earliest possible time, but in no event later than 120 days after the date on which AP Holdings becomes obligated to file such Shelf Registration Statement. If, after AP Holdings has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, AP Holdings is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted by under applicable federal law, cause then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in Section 5 below. AP Holdings shall use its best effort to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period ending when all 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 and does not available for sale thereunder have a restrictive CUSIP number so that such Securities may be been sold to the public in accordance with Rule 144 under the Securities Act 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:pursuant thereto.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Series B Notes because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Series B 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Series A Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)affiliates, then the Company shall (x) cause to be filed on or prior to 150 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 150 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 180 days after the Guarantors shalldate on which the Company becomes obligated to file such Shelf Registration Statement. If, at their cost:after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this

Shelf Registration. If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company and the Guarantors are not required permitted to file an Exchange Offer Registration Statement or to consummate effect the Exchange Offer for the Initial Securities because as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law or Commission policy; (ii) for any reason consummated within 300 days after the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; Closing Date or (iii) with respect to any Holder of Transfer Restricted Securities Registrable Notes that is not an Affiliate a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) shall notify the Company in writing prior to the 20th day following the consummation of the Company or the Guarantors Exchange Offer (A) that such Holder is was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer, or (B) that 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 (C) that such Holder is a Participating Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one of its AffiliatesAffiliates (any of the events specified in (i), then(ii) or (iii) being a "Shelf Registration Event", upon such Holder’s requestand the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall promptly notify the Holders in writing thereof and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 180 days after such Shelf Registration Event Date, a Shelf Registration Statement, or amend an existing Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph), and shall use their reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and in any event, on or before the 270th day after the Shelf Registration Event Date or, if later, the 300th day after the Closing Date. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company, without request and as soon as practicable, all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Guarantors agree to use their reasonable efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales for the earlier of: (x) the expiration of the Rule 144(k) Period or (y) such time as all of the Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) or (y) being the "Effectiveness Period"). The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes. The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Notes covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the foregoing, if the Company and the Guarantors file the Shelf Registration Statement, the Company may from time to time require Holders of Notes to discontinue the sale or other disposition of Notes pursuant to the Shelf Registration Statement for a period not to exceed 120 days (whether or not consecutive) in any period of 12 consecutive months under certain circumstances relating to possible acquisitions or business combinations or other transactions, business developments or other events involving the Company, or because the related prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. If the Company and the Guarantors effect the Exchange Offer, the Company shall also be entitled to require any participating broker-dealers to discontinue the sale or other disposition of Exchange Notes pursuant to the prospectus included in the Exchange Offer Registration Statement on the same terms and conditions as those described above.

Shelf Registration. If (i) the Company and the Guarantors Issuers are not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities New Senior Subordinated Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Issuers within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities New Senior Subordinated 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Senior Subordinated Notes acquired directly from the Company Issuers or one of its Affiliatestheir respective affiliates, then, upon such Holder’s request, then the Company Issuers and the Subsidiary Guarantors shall (x) cause to be filed on or prior to the earliest of (1) if 30 days after the date on which the Issuers are notified by the Commission or otherwise determines that they are not required to file the Exchange Offer Registration Statement pursuant to clause (i) above and (2) 30 days after the date on which the Issuers receive the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the date on which the Issuers become obligated to file such Shelf Registration Statement. If, after the Issuers have filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Issuers are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted by under applicable federal law, cause then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in Section 5 below. The Issuers and the Subsidiary Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period ending when all of the Transfer Restricted Securities of available for sale thereunder have been sold pursuant thereto; provided, however, the Issuers shall not be required to keep such Holder to be reissued in a form that does Shelf Registration Statement effective where the only Transfer Restricted Securities which have not bear any restrictive legends relating been sold pursuant to the Shelf Registration Statement are Transfer Restricted Securities Act and does held by Holders who would not have a restrictive CUSIP number so that such Securities may be sold been able to trigger the Issuers' Shelf Registration Statement filing obligations pursuant to Section 4(a)(ii)(A), (B) or (C) hereof. In the event of an Underwritten Offering pursuant to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company or any of the Guarantors where Shelf Registration Statement, no conditions of Rule 144 are then applicable (securities 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) Senior Subordinated Notes shall be included in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement.

Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the ------------------ ------------------ Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate of shall notify the Company or in writing within 20 Business Days following the Guarantors Consummation Deadline that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one any of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 30 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, (such earlier date, the "Filing ------ Deadline"), a shelf registration statement pursuant to Rule 415 under the Act -------- (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement")), relating to all Transfer Restricted ----------------------------- Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 60 days after the Filing Deadline for the Shelf Registration Statement (such 60th day the "Effectiveness Deadline"). ----------------------- If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effective Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. If (i) the Company and the Subsidiary ------------------ Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 business days of the Company or commencement of the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities New 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, Holder or (C) such Holder is a Broker-Dealer and holds Old Notes (including the Initial Securities Purchaser who holds Old Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, affiliates or (iii) the Company and the Subsidiary Guarantors shall (1) if permitted by law, cause do not consummate the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to Exchange Offer within 45 days following the Securities Act and does not have 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 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 within 20 Business Days of the later of (I) the effectiveness date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Offer Registration Statement, then the Company and the Subsidiary Guarantors shallshall (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, at which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement"), on ---------------------------- or prior to the earliest to occur of (1) the 45th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement or (2) the 45th day after the date on which the Company receives notice from a Holder of Transfer Re stricted Securities as contemplated by clause (ii) above (such earliest date being the "Shelf Filing Deadline"), --------------------- which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) of this Agreement, and (y) use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline. The Company and the Subsidiary Guarantors shall use their cost:best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) of this Agreement to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a) and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a continuous period of two years following the date on which such Shelf Registration Statement becomes effective under the Act or such shorter period that will terminate when all the Notes covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement.

Shelf Registration. If Unless the credit rating assigned to FDX by both Standard and Poor's Rating Services and Moody's Investor Service, Inc. falls below investment grxxx xxxor to any of the periods described in this Section 3(a), if (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities Certificates because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 4(a)(i) below have been complied with) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 Business Days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities Certificates 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Certificates acquired directly from any of the Company or one of its Affiliates, thenthen the Company shall (x) cause to be filed, upon such Holder’s requeston or prior to 60 days after the date on which the Company determine that they are not required to file the Exchange Offer Registration Statement pursuant to clause (i) above, or 60 days after the date on which the Company receive the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the Company and the Guarantors shall (1"Shelf Registration Statement")) if permitted by law, cause the relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 3(b) hereof, and shall (y) use its best efforts to cause such Holder Shelf Registration Statement to be reissued become effective within 90 days after the date on which the Company become obligated to file such Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in a form that does not bear any restrictive legends relating this Section 4(a) continuously effective, supplemented and amended as required by and subject to the Securities Act and does not have 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 provisions 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 reissueSections 4(b) and (2c) in hereof to the event extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Company cannot or does not comply Holders thereof entitled to the benefit of this Section 3(a), and to ensure that it conforms with the provisions requirements of this Agreement, the Act and the policies, rules and regulations of the foregoing clause within 20 Business Days Commission as announced from time to time, for a period of the later of not more than one year (Ias extended pursuant to Section 4(c)(i)) following the date of receipt on which such Shelf Registration Statement first becomes effective under the Act or such shorter period that will terminate when all the Certificates covered by the Company of such notice of such Holder and (II) Shelf Registration Statement have been sold pursuant to the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:Registration Statement.

Shelf Registration. If In the event that (i) the Company and or the Guarantors are not required to file an Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Exchange Offer is not permitted by applicable law or Commission policy; Debentures, (iiy) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) such Holder upon the request of the Initial Purchaser on or before the next Business Day following the consummation of the Exchange Offer with respect to any Registrable Securities held by it, if the Initial Purchaser is not permitted, in the reasonable opinion of Thacxxx Xxxxxxxx & Xood, xxrsuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeble without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a Broker-Dealer "Shelf Registration Event," and holds Initial Securities acquired directly from the Company date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or one in lieu of its Affiliatesconducting the Exchange Offer contemplated by Section 2(a), then, upon such Holder’s requestas the case may be, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Trust shall, at their cost:, cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use reasonable best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and use their reasonable best efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate of shall notify the Company or in writing within 20 Business Days following the Guarantors Consummation Deadline that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Notes acquired directly from the Company or one any of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall: (x) cause to be filed, at on or prior to 60 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, (such earlier date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities the Holders of which shall provide the Company with certain information in accordance with Section 4(b) hereof and (y) shall use their cost:reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 60 days after the Filing Deadline for the Shelf Registration Statement (such 60th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) of this Section 4 above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) of this Section 4(a) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use reasonable best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented,

Shelf Registration. (a) If (i) the Issuer or the Company and the Guarantors are is not required permitted to file an the Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is Is not permitted by any applicable law or Commission policy; applicable interpretation of the SEC or the staff of the SEC or (ii) for any reason holder of a Bond notifies the Issuer or the Company on or prior to the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities Date that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities Bonds 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 legally available for such resales re-sales by such Holder, holder or (C) such Holder it is a Brokerbroker-Dealer and dealer that owns Bonds (including the Initial Purchaser that holds Initial Securities Bonds as a part of an unsold allotment from the original offering of the Bonds) acquired directly from the Company or one of its Affiliates, then, upon such Holder’s requestIssuer, the Company and or an affiliate of the Guarantors shall (1) if permitted by law, 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 and does not have 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 Issuer or the Company or (iii) any holder of Private Exchange Bonds so requests within 120 days after the consummation of the Guarantors where no conditions of Rule 144 are then applicable Private Exchange (other than each such event referred to in clauses (i) through (iii), a "Shelf Filing Event"), 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) Issuer and (2) in the event the Company cannot or does not comply shall cause to be filed with the provisions of SEC pursuant to Rule 415 a shelf registration statement (the foregoing clause within 20 Business Days of "Shelf Registration Statement") on or prior to the later of (Ix) 90 days after the Issue Date and (y) 30 days after the occurrence of such Shelf Filing Event, relating to all Transfer Restricted Securities (the "Shelf Registration") the holders of which have provided the information required pursuant to Section 3(b) hereof, and shall use their best efforts to have the Shelf Registration Statement declared effective by the SEC on or prior to 90 days after the occurrence of such Shelf Filing Event, provided that if the Issuer and the Company have not consummated the Exchange Offer within 180 days of the Issue Date, then the Issuer and the Company shall cause the Shelf Registration Statement to be filed with the SEC on or prior to the 181st day after the Issue Date and shall use their best efforts to have the Shelf Registration Statement declared effective by the SEC within 60 days of the date of receipt filing thereof. In such circumstances, the Issuer and the Company shall use their best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act, until (A) the third anniversary of the Issue Date (subject to extension pursuant to Section 5 hereof) or (B) if sooner, the date immediately following the date that all Transfer Restricted Securities covered by the Company Shelf Registration Statement have been sold pursuant thereto (the "Effectiveness Period"); provided, however, that the Effectiveness Period shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of such notice of such Holder Rule 174 and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost:as otherwise provided herein.

Shelf Registration. If (i) the Company Issuers and the Subsidiary Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy; policy or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 business days of the Company or commencement of the Guarantors Exchange Offer that such Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities New 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, Holder or (C) such Holder is a Broker-Dealer and holds Old Notes (including the Initial Securities Purchaser who holds Old Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, affiliates or (iii) the Company Issuers and the Subsidiary Guarantors shall (1) if permitted by law, cause do not consummate the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to Exchange Offer within 45 days following the Securities Act and does not have 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 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 within 20 Business Days of the later of (I) the effectiveness date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Offer Registration Statement, then the Company and the Subsidiary Guarantors shallshall (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Act, at which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT"), on or prior to the earliest to occur of (1) the 45th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement or (2) the 45th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the "SHELF FILING DEADLINE"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) of this Agreement, and (y) use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline. The Issuers and the Subsidiary Guarantors shall use their cost:best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) of this Agreement to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a) and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a continuous period of two years following the date on which such Shelf Registration Statement becomes effective under the Act or such shorter period that will terminate when all the Notes covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement.

Shelf Registration. If (i) the Company and the Guarantors are is not required to file an Exchange Offer Registration Statement or with respect to consummate the Exchange Offer for the Initial Securities New Senior Subordinated Notes because the Exchange Offer is not permitted by applicable law or Commission policy; policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to if any Holder of Transfer Restricted Securities that is not an Affiliate shall notify the Company within 20 days following the Consummation of the Company or the Guarantors Exchange Offer that (A) such Holder is was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) such Holder may not resell the Exchange Securities New Senior Subordinated 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, Holder or (C) such Holder is a Broker-Dealer and holds Initial Securities Senior Subordinated Notes acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Company, then the Company and the Subsidiary Guarantors shallshall (x) cause to be filed on or prior to 45 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 45 days after the date on which the Company receives the notice specified in clause (ii) above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 150 days after the date on which the Company becomes obligated to file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above. The Company and the Subsidiary Guarantors shall use their respective best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at their cost:least two years (or a shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement) (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act.

Shelf Registration. If In the event that (i) the Company and or the Guarantors are not required to file an Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration Statement provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to consummate whether, consummation of the Exchange Offer for would result in (x) the Initial Securities because Trust becoming subject to federal income tax with respect to income received or accrued on the Exchange Offer is not permitted by applicable law or Commission policy; Debentures, (iiy) for any reason the Exchange Offer for the Initial Securities is not Consummated interest payable by the Exchange Deadline; Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) 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, declared effective within 180 days of the Issue Date or (Civ) upon the request of either Initial Purchaser with respect to any Registrable Securities held by it, if such Holder Initial Purchaser is not permitted, in the reasonable opinion of Txxxxxx Xxxxxxxx & Wxxx, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a Broker-Dealer "Shelf Registration Event," and holds Initial Securities acquired directly from the Company date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or one in lieu of its Affiliatesconducting the Exchange Offer contemplated by Section 2(a), then, upon such Holder’s requestas the case may be, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Trust shall, at their cost:, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 2(a) above, and (A): (i) due to any change in law or to consummate applicable interpretations thereof by the Exchange Offer for Commission’s staff, the Initial Securities because the Exchange Offer Company 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; (ii) for any other reason the Registered Exchange Offer is not consummated within 45 Business Days (or such longer period as required by applicable law) of the Effectiveness Target Date (or, if such 45th Business Day is not a Business Day, the next succeeding Business Day) or the Exchange Offer for the Initial Securities Registration Statement is not Consummated by declared effective within 240 days of the Exchange DeadlineIssue Date (or if such 240th day is not a Business Day, the next succeeding Business Day); or (iiiB) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of notifies the Company or prior to the Guarantors 20th day following the consummation of any Registered Exchange Offer that: (Ai) such Holder it is prohibited by applicable law or policy of the Commission policy from participating in the Registered Exchange Offer, ; (Bii) such Holder it may not resell the Exchange New Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the Prospectus prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (Ciii) such Holder that it is a Broker-Dealer and holds Initial owns Securities acquired directly from the Company or one an affiliate of its Affiliates, then, upon such Holder’s requestthe Company, the Company and the Guarantors shall (1) if permitted by law, 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 and does not have a restrictive CUSIP number so that such Securities may be sold to the public Shelf Registration Statement in accordance with subsection (b) below provided that, if the Commission amends Rule 144 to permit non-Affiliates to resell freely Notes acquired in the Initial Placement (after taking into account any hedging activity that may have occurred, if applicable under the Securities Act by amended Rule) after a person that is not an Affiliate of period shorter than 240 days from 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”)Issue Date, then the Company and the Guarantors shall, at their cost:no Shelf Registration Statement shall be required to be filed or declared effective.

Shelf Registration. If (i) If, because of any change in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company and the Guarantors are Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not required permitted to file an effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 300 days following the Closing Date or to consummate the Exchange Offer for the Initial Securities because (B) the Exchange Offer is not permitted by applicable law or Commission policy; completed within 365 days after the Closing Date, (iiiii) if the Initial Purchaser is holding Private Exchange Securities issued with respect to Registrable Securities that were not eligible to be exchanged for any reason Exchange Securities in the Exchange Offer for or if the Initial Purchaser does not receive freely tradable Exchange Securities is not Consummated by in the Exchange Deadline; or Offer, upon the request of the Initial Purchaser, (iiiiv) with respect to upon notice of any Holder of Transfer Restricted Securities that is not an Affiliate of (other than the Initial Purchaser) given to the Company or the Guarantors Guarantor in writing within 35 days after the commencement of the Exchange Offer to the effect that (A) such Holder is prohibited by applicable due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer, (B) such Holder due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the 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 (C) such Holder it is a Brokerbroker-Dealer dealer and holds Initial owns Registrable Securities acquired directly from the Company or one the Guarantor or an “affiliate” of its Affiliatesthe Company or the Guarantor (as such term is defined in Rule 405 under the 0000 Xxx) or (v) the holders of a majority of the Exchange Securities may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then, upon such Holder’s request, then in case of each of clauses (i) through (v) the Company and the Guarantors shall (1) if permitted by law, 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 and does not have 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 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 within 20 Business Days of the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors Guarantor shall, at their cost: