Common use of Holders of Transfer Restricted Securities Clause in Contracts

Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. 3. REGISTERED EXCHANGE OFFER (a) Unless the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission on or prior to 60 days after the Closing Date, the Exchange Offer Registration Statement, (ii) use their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective on or prior to 135 days after the date on which such Exchange Offer Registration Statement is filed with the Commission (which 135-day period shall be extended for a number of days equal to the number of Business Days, if any, that the Commission is officially closed during such period), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes and the related Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form promulgated by the Commission under the Act permitting registration of the Exchange Notes and the related Guarantees to be offered in exchange for the Subordinated Notes that are Transfer Restricted Securities and the related Guarantees and to permit sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, 4 5 that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes and the related Guarantees shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their respective commercially reasonable efforts to cause the Exchange Offer to be Consummated on or prior to 25 Business Days after date the Exchange Offer Registration Statement has become effective. (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Subordinated Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities may exchange such Subordinated Notes (other than Transfer Restricted Securities acquired directly from the Company or any affiliate of the Company) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to the extent required by the Commission. The Company and the Guarantors shall use their respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker- Dealers, and to ensure that such Registration Statement 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 one year from the date on which the Exchange Offer is declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of the Prospectus included in the Exchange Offer Registration Statement to such Restricted Broker-Dealers promptly upon request at any time during such one-year period in order to facilitate such sales. 4. SHELF REGISTRATION (a)

Holders of Transfer Restricted Securities. A On any date of determination, any Person in whose name Transfer Restricted Securities are registered in accordance with the Indenture is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. 3). REGISTERED EXCHANGE OFFER (a) Unless the Exchange Offer shall not be permitted by permissible under applicable federal law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company Issuer and the Guarantors shall (i) cause to be filed with the Commission on or prior to 60 days after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Offer Registration StatementNotes and the Exchange Offer, (ii) use their respective commercially reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective on or prior to 135 270 days after the date on which such Exchange Offer Registration Statement is filed with the Commission (which 135-day period shall be extended for a number of days equal to the number of Business Days, if any, that the Commission is officially closed during such period)Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become be declared effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange Notes and the related Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form promulgated by the Commission under the Act permitting to permit registration of the Exchange Notes and the related Guarantees to be offered in exchange for the Subordinated Notes that are Transfer Restricted Securities and the related Guarantees and to permit sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by Section 3(c) below. (b) The Company Issuer and the Guarantors shall use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, 4 5 that in no event shall such period be less than 20 Business Days. The Company Issuer and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes or any additional notes issued by the issuer under the Indenture prior to the Consummation of the Exchange Notes and the related Guarantees Offer shall be included in the Exchange Offer Registration Statement. The Company Issuer and the Guarantors shall use their respective commercially reasonable best efforts to cause the Exchange Offer to be Consummated issue, on or prior to 25 Business Days 60 days after date the Exchange Offer Registration Statement has become effectiveis declared effective by the Commission, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. (c) The Company Issuer shall include indicate in a "Plan of Distribution" section contained in the Prospectus contained in forming a part of the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who holds Subordinated Restricted Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities may exchange such Subordinated Notes (other than Transfer Restricted Securities acquired directly from the Company Issuer or any affiliate one of the Company) its affiliates), may exchange such Restricted Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with its initial sale any resales of each the Exchange Note Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities resales by Restricted Broker-Dealers that the Commission may require in order to permit such sales resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, Dealer except to the extent required by the CommissionCommission as a result of a change in policy after the date of this Agreement. The Company Issuer and the Guarantors shall use their respective commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for sales resales of Broker-Dealer Transfer Restricted Securities acquired by Restricted Broker- DealersBroker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that such Registration Statement 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 time, for a period ending on the earlier of one year (i) 30 days from the date on which the Exchange Offer Registration Statement is declared effectiveeffective and (ii) the date on which a Restricted Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company Issuer and the Guarantors shall provide sufficient copies of the latest version of the such Prospectus included in the Exchange Offer Registration Statement to such Restricted Broker-Dealers promptly upon request at any time during such one30-year day (or shorter as provided in the foregoing sentence) period in order to facilitate such sales. 4resales. SHELF REGISTRATION (a)REGISTRATION

Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "“Holder"”) whenever such Person beneficially owns Transfer Restricted Securities. 3. REGISTERED EXCHANGE OFFER (a) Unless Unless, due to a change in law or Commission policy after the date hereof, the Exchange Offer shall not be permitted by permissible under applicable federal law (after the procedures set forth in Section 6(a) below have been complied with)or Commission policy, the Company and the Subsidiary Guarantors shall (i) cause to be filed with the Commission on or prior to 60 days after the Closing Date, the Exchange Offer Registration Statement, (ii) use their respective commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective as soon as practicable on or prior to 135 days after the date on which such Closing Date, a Registration Statement under the Act relating to the New Notes and the Exchange Offer and (ii) use their best efforts to cause such Registration Statement is filed with to be declared effective by the Commission (which 135-day period shall be extended for a number of as soon as practicable on or prior to 225 days equal to after the number of Business Days, if any, that the Commission is officially closed during such period), (iii) in Closing Date. In connection with the foregoing, the Company and the Subsidiary Guarantors shall (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and Act, (C) cause all necessary filings, if any, filings in connection with the registration and qualification of the Exchange New Notes and the related Guarantees to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided, however, that the Company and the Subsidiary Guarantors shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not so subject) and (ivD) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer and Consummate use their best efforts to issue on or prior to 45 days after the date on which such Registration Statement is declared effective by the Commission, New Notes in exchange for all Old Notes tendered in the Exchange Offer. The Exchange Offer Registration Statement shall be on the appropriate form promulgated by the Commission under the Act permitting registration of the Exchange New Notes and the related Guarantees to be offered in exchange for the Subordinated Notes that are Transfer Restricted Securities and the related Guarantees and to permit sales resales of Broker-Dealer Transfer Restricted Securities New Notes held by Restricted Broker-Dealers as contemplated by Section 3(c) below. (bIf, after such Exchange Offer Registration Statement initially is declared effective by the Commission, the Exchange Offer or the issuance of New Notes under the Exchange Offer or the resale of New Notes received by Broker-Dealers in the Exchange Offer as contemplated by Section 3(c) below is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period that such stop order, injunction or other similar order or requirement shall remain in effect. The Company and the Guarantors shall use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, 4 5 that in no event shall such period be less than 20 Business Daysbusiness days nor longer than 90 days. The Company and the Subsidiary Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than The Company and the Subsidiary Guarantors shall only offer to exchange New Notes for Old Notes in the Exchange Offer, and only the New Notes and the related Guarantees shall be included in registered under the Exchange Offer Registration Statement. The Company and the Subsidiary Guarantors shall use their respective commercially reasonable its best efforts to cause the Exchange Offer to be Consummated on or prior to 25 Business Days the earliest practicable date after date the Exchange Offer Registration Statement has become effective, but in no event later than 45 business days after such effective date. (c) The Company shall include indicate in a "“Plan of Distribution" ” section contained in the Prospectus contained included in the Exchange Offer Registration Statement and indicate therein that any Restricted Broker-Dealer who that holds Subordinated Old Notes that are Transfer Restricted Securities and that were acquired for the its own account of such Broker-Dealer as a result of market-making activities or other trading activities may exchange such Subordinated Notes (other than Transfer Restricted Securities acquired directly from the Company or any affiliate of the Company) ), may exchange such Old Notes pursuant to the Exchange Offer; provided, however, that such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of each Exchange Note received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to the extent required by the Commission. The Company and the Guarantors shall use their respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Restricted Broker- Dealers, and to ensure that such Registration Statement 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 one year from the date on which the Exchange Offer is declared effective. The Company and the Guarantors shall provide sufficient copies of the latest version of the Prospectus included in the Exchange Offer Registration Statement to such Restricted Broker-Dealers promptly upon request at any time during such one-year period in order to facilitate such sales. 4. SHELF REGISTRATION (a)an