Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”)") subject to the Company's right pursuant to Section 3(c) to exclude the Registrable Securities of Holders that have not provided the information required to be furnished by such Holders pursuant to Section 3(c) hereof. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease ceases to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Subsidiary Guarantor to) use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use their commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after filing of the Initial Shelf Registration, the “Shelf Effectiveness Date”). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 66(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but in no event later than following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 90 days following delivery of the Shelf Notice, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company shall as soon as reasonably practicable, but in any event within five (and shall cause each Guarantor to), as promptly as practicable5) business days after the Closing Date, file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registration (the “Initial Shelf RegistrationRegistration Statement”). The Company shall ) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of the Closing) on a delayed or continuous basis and shall cause each Guarantor to) use its commercially reasonable efforts to cause the such Initial Shelf Registration Statement to be declared effective an automatic shelf registration statement (as promptly as practicable thereafter (but defined in no event later than Rule 405 promulgated under the Shelf Effectiveness Date)Securities Act) on Form S-3. The Initial Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or another appropriate such other form permitting of registration of such Shelf Notes statement as is then available to effect a registration for resale by Holders of the Registrable Securities and shall contain a prospectus in such form as to permit the manner resale of the Registrable Securities included therein pursuant to any method or manners reasonably designated by them combination of methods legally available to, and requested by, any Holder named therein, including a distribution to, and resale by, the members, partners, stockholders or other equity holders of any Holder (including, without limitation, one or more Underwritten Offeringsa “Member Distribution”). The Further, the Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and Guarantors shall otherwise take any action reasonably necessary to include such language, if such language was not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously Statement (or, if applicable, the registration statement filed in connection with any Subsequent Shelf Registration (as defined below)), or revise such language if deemed reasonably necessary by any such Holder in connection with such Member Distribution or otherwise to permit the public resale of Registrable Securities by such Holder in accordance with this Section 2.1. As soon as practicable following the effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Statement, but in any event within three (subject to extension pursuant to Section 3(e3) or Section 6) (business days of such date, the “Effectiveness Period”)Company shall notify the Holders of the effectiveness of such Initial Shelf Registration Statement. When deemed effective, or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold Statement (including the documents incorporated therein by reference) will comply as to form in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all material respects with all applicable requirements of the Registrable Notes covered by Securities Act and the Exchange Act and will not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144contain a Misstatement.

Initial Shelf Registration. The Provided (i) the Company is S-3 Shelf Eligible and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), the Company shall (use its reasonable best efforts to file and shall cause each Guarantor to), make effective as promptly soon as reasonably practicable, file with and in any case no earlier than 30 days following the SEC date hereof, a Registration Statement on Form S-3 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of promulgated under the Shelf Notes Securities Act (the a “Initial Shelf Registration”), with respect to all of the Registrable Securities. The Company shall (promptly give notice at least 10 Business Days prior to the anticipated filing date of such Shelf Registration to all Holders of Registrable Securities, and offer such Holders the opportunity to register the number of Registrable Securities as each such Holder may request by written notice to the Company, given within five Business Days after such Holders are given the Company’s notice of the Shelf Registration. The “Plan of Distribution” section of such Shelf Registration shall cause permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including Alternative Transactions. With respect to each Guarantor to) Shelf Registration, the Company shall use its commercially reasonable best efforts to cause such Registration Statement to remain effective until the Initial date set forth in Section 2.7(a)(ii). No Holder shall be entitled to include any of its Registrable Securities in a Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)unless such Holder has complied with Section 2.8. The Initial obligations set forth in this Section 2.2(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 2.7(f) and has otherwise complied with its obligations pursuant to this Article II. The rights of Holders with respect to any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Suspension Periods, as provided in Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 1442.5.

Initial Shelf Registration. The Parent and the Company shall (and shall cause each other Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If Parent and the Company (and any other Guarantor) have not yet filed an Exchange Registration Statement, Parent and the Company shall (and shall cause each other Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the 30th day following the Shelf Notice (the “Shelf Filing Date”) and shall use its commercially their reasonable best efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Securities Act on or prior to the 90th day following the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Parent, the Company and the other Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Parent and the Company shall (and shall cause each other Guarantor to) use its commercially their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 65(v)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (use its best efforts to prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchaser. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, ) use its commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Partnership and the Parent (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the SEC on or prior to the 60th day following the date such Initial Shelf Effectiveness Date)Registration was filed. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Partnership and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company Parent shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Partnership, the Parent or the Subsidiary Guarantors, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, each of the Issuers shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each of the Issuers shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Each of the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 60 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company Issuer shall as promptly as practicable file (and shall cause each any then existing Subsidiary Guarantor to), as promptly as practicable, file to file) with the SEC a Notes Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuer (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Issuer shall file (and shall cause each any then existing Subsidiary Guarantor toto file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registerable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuer and the Trustee in writing, within 30 days after receipt of a request therefor, such information as the Issuer and the Trustee 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 or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Offer, the Issuers shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuers shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 90th day after the filing thereof with the Commission and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date on which is one year from the effectiveness date Securities are no longer "restricted securities" (within the meaning of Rule 144 under the Initial Shelf Registration Act) (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) the second anniversary of the Closing Date occurs or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 390th day following the Closing Date and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis other than pursuant to an Underwritten Offer pursuant to Rule 415 covering all of the Shelf Registrable Notes (or, if a Shelf Notice is delivered solely pursuant to Section 2(c), all of the “Initial Shelf Registration”Registrable Notes held by any Restricted Persons) (the "INITIAL SHELF REGISTRATION STATEMENT"). The Company ; PROVIDED, HOWEVER, that no holder shall (and shall cause each Guarantor to) use be entitled to have its commercially reasonable efforts to cause the Registrable Notes covered by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 Business Days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have provided all information reasonably requested by the Company (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Company all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Company by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders the holders thereof in the manner or manners reasonably designated by them (including, without limitation, one or more but excluding any Underwritten Offerings). The Company and Guarantors shall not permit any securities other than use its reasonable best efforts to (A) cause the Initial Shelf Notes Registration Statement to be included in any Shelf Registration. The Company shall declared effective under the Securities Act on or prior to the Effective Date and (and shall cause each Guarantor toB) use its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for a period of two years after the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or 5 and subject, with respect to Registrable Notes held by Restricted Persons, to the limitations set forth in Section 62(c)) (such two-year period, as it may be extended, being the “Effectiveness Period”"EFFECTIVE PERIOD"), or such shorter period ending when (i1) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner contemplated in the Initial Shelf Registration or (ii2) a Subsequent Shelf Registration Statement covering all of the such Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration remaining unsold has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv3) the date on which all Registrable Notes covered may be sold pursuant to subsection (k) of Rule 144. Notwithstanding any other provision hereof, the Company may postpone or suspend the filing or the effectiveness of a Registration Statement (or any amendments or supplements thereto), if (1) such action is required by applicable law, or (2) such Shelf Registration become eligible action is taken by the Company in good faith and for resale without regard to volumevalid business reasons (not including avoidance of such party's obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the Commission or other restrictions contained similar events, so long as the Company promptly thereafter complies with the requirements of Section 5(b) hereof, if applicable. Notwithstanding the occurrence of any event referred to in Rule 144the immediately preceding sentence (a "SUSPENSION"), such event shall not suspend, postpone or in any other manner affect the running of the time period after which an Illiquidity Event shall be deemed to occur and, if the filing or effectiveness of a Registration Statement is postponed or suspended as a result of a Suspension, an Illiquidity Event shall nonetheless exist if all other requirements set forth for the occurrence of an Illiquidity Event shall be satisfied, and the provisions of Section 4 requiring the accrual payment of additional interest, as set forth in such Section, on the Registrable Notes, shall be applicable.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts on or prior to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes the Registrable Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more excluding Underwritten Offerings)) and set forth in the Initial Shelf Registration. The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date (A) that is two years after the Closing Date, or if later, the date on which is one year from the effectiveness date of the Initial Shelf Registration Option Notes were issued, (subject to extension such period, as it may be shortened pursuant to Section 3(eclauses (i), (ii) or Section 6(iii) (immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The If the Company and the Guarantors have not filed an Exchange Offer Registration Statement, the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers shall (have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior to the Filing Date, the Issuers shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not Issuers may permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration to the extent required by contractual obligations of the Company in effect on the Issue Date. The Company Issuers shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 135th day after the filing thereof with the SEC and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act. Notwithstanding any other provision of this Agreement, the Issuers may postpone or suspend the filing or effectiveness of a Registration Statement (iiior any amendments or supplements thereto) there cease to be any outstanding Shelf Notes registered thereunder if (i) such action is required by applicable law or (ivii) such action is taken by the date on which all Registrable Notes covered by such Shelf Registration become eligible Issuers in good faith and for resale without regard to volumevalid business reasons (not including the avoidance of the Issuers' obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the SEC or other restrictions contained similar events, so long as the Issuers promptly thereafter comply with the requirements of Section 5(b) hereof, if applicable. Notwithstanding the occurrence of any event referred to in Rule 144the immediately preceding sentence, such event shall not suspend, postpone or in any other manner affect the running of any time periods for the purpose of determining the entitlement of the Holders to Additional Interest under Section 4 hereof.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement, the Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following the delivery of the Shelf Notice, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 12 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"), subject to the Issuers' right pursuant to Section 3(c) to exclude the Registrable Securities of Holders which have not provided the information required to be furnished by such Holders pursuant to Section 3(c). The Company Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The At any time when (i) the Company shall (and shall cause each Guarantor to), as promptly as practicable, file becomes eligible to use Form S-3 in connection with the SEC a Registration Statement for an secondary public offering to be made of its equity securities on a delayed or continuous basis pursuant to Rule 415 covering all under the Securities Act, in accordance with SEC Guidance (“S-3 Shelf Eligible”) and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective (subject to any applicable Suspension), upon the written request of the Shelf Notes any Holder of Registrable Securities (the “Initial Shelf Requesting Holder”), the Company shall use its commercially reasonable efforts to register, under the Securities Act on Form S-3 for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the offer and sale of such amount of Registrable Securities owned by such Shelf Requesting Holder as such Shelf Requesting Holder shall request. Upon the receipt of such written request, the Company shall promptly give notice (via facsimile or electronic transmission) of such requested Shelf Registration at least ten (10) business days prior to the anticipated filing date of such Shelf Registration to the other Holders of Registrable Securities, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders of Registrable Securities the opportunity to register the number of Registrable Securities as each such Holder of Registrable Securities may request by written notice to the Company, given within five (5) business days after such Holders of Registrable Securities are given the Company’s notice of the Shelf Registration. The “Plan of Distribution” section of such Shelf Registration shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions, hedging transactions and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (x) as promptly as practicable after the written request of the Holder of Registrable Securities, file a Registration Statement and shall cause each Guarantor to(y) use its commercially reasonable efforts to cause the Initial Shelf such Registration Statement to be declared effective as promptly as practicable thereafter (but practicable, and remain effective until the date set forth in no event later than the Section 8. No Holders of Registrable Securities shall be entitled to include any of its Registrable Securities in a Shelf Effectiveness Date)Registration unless such Holder of Registrable Securities has complied with Section 9. The Initial obligations set forth in this Section 4 shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 8 and has otherwise complied with its obligations pursuant to this Section 4. The rights of Holders of Registrable Securities with respect to any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Suspension, as provided in Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 1447.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its commercially reasonable best efforts to, as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”) within 30 days (or 60 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 90 days (or 180 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its commercially reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-1 (or, if available, Form S-3) or another appropriate form permitting registration of such Registrable Notes for resale by Holders (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not, without the written consent of the Backstop Purchasers, permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year from the effectiveness date earliest of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all the Registrable Notes covered by registered under such Shelf Registration become eligible for resale Statement may be sold, in the opinion of counsel to the Company, in a three-month period under Rule 144 without regard to volume, manner of sale volume or other restrictions contained limits, (ii) the date all the Registrable Notes registered under such Shelf Registration Statement have been sold and (iii) two years after the date on which such Shelf Registration Statement became effective with respect to the offer and sale of the Registrable Notes, plus the aggregate number of days in Rule 144all applicable suspension periods set forth herein (including days when such Shelf Registration Statement was not effective or use thereof was suspended, including as a result of any of the events specified in Section 3(e), Section 5(c) or Section 5(e)). The Company shall notify each Holder when the Initial Shelf Registration Statement has been declared effective.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e5(n) or Section 6and 5(w) hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor Guarantors to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The If the Company and the Guarantors have not yet filed an Exchange Registration Statement, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Initial Shelf Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor Guarantors to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor Guarantors to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 6)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Interest for which registration has been requested by AcquisitionCo (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor toi) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to the 30th day after the date on which the Company receives the Registration Demand, subject to extension of such period as provided for in the event of AcquisitionCo’s failure to timely provide information requested by the Company for use in the Initial Shelf Registration (the “Shelf Filing Date”) and (ii) use their best efforts to cause such Initial Shelf Registration Statement to be declared effective by the SEC as promptly soon as practicable thereafter (possible but in no event later than the date that is 90 days following the Shelf Filing Date (the “Shelf Effectiveness Date”) (including filing with the SEC as soon as practicable after the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the such Registration Statement will not be “reviewed” or will not be subject to further review, an Acceleration Request). The Initial Shelf Registration shall , subject to such delays as the Company reasonably determines may be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in necessary to comply with applicable requirements under the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company Securities Act and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registrationrules and regulations thereunder. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Notes of the Registrable Interest covered by the Initial Shelf Registration (1) have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii2) are covered by a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration that has been declared effective under the Securities Act, or (iii3) there cease are eligible to be sold immediately and freely pursuant to paragraph (k) of Rule 144 and AcqusitionCo shall have received upon request an opinion from Company’s counsel confirming such eligibility (the “Shelf Effectiveness Period”). Any such Registration Statement shall be on the appropriate form permitting registration of the Registrable Interest for resale by AcquisitionCo in the manner or manners designated by it (including, without limitation, one or more underwritten offerings). The Company shall not permit any outstanding securities other than the Registrable Interest to be included in the Demand Registration Statement, Initial Shelf Notes registered thereunder Registration or any Subsequent Shelf Registration filed pursuant to Section 4(b). AcquisitionCo shall furnish to the Company, in writing, within 20 days after receipt of a request therefor (iv) the “Response Date”), such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus or preliminary prospectus included therein. In the event any information requested by the Company shall not be furnished by the Response Date, the Shelf Filing Date or Demand Registration Date, as applicable, shall be extended by a period equal to the number of calendar days from and including the date immediately following the Response Date to and including the date on which such information is provided in full. AcquisitionCo agrees to furnish promptly to the Company all Registrable Notes covered by such Shelf Registration become eligible for resale without regard information necessary in order to volume, manner of sale make any information it is then furnishing or other restrictions contained in Rule 144has previously furnished to the Company not materially misleading.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers (and any Guarantor) have not yet filed an Exchange Offer Registration Statement, the Issuers shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use their reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use their reasonable best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of on which the Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(s) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall file within 45 days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall cause each Guarantor to), as promptly as practicable, prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Registration Statement Shelf continuously effective, available for an offering to be made on a continuous basis pursuant to Rule 415 covering all use and in compliance with the provisions of the Shelf Notes (Securities Act until such time as there are no longer any Registrable Securities. In the “Initial Shelf Registration”). The event the Company files a Form S-1 Shelf, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause convert the Initial Form S-1 Shelf Registration (and any Subsequent Shelf Registration) to be declared effective a Form S-3 Shelf as promptly soon as practicable thereafter (but in no event later than after the Shelf Effectiveness Date)Company is eligible to use Form S-3. The Initial Shelf Registration shall be on Notwithstanding anything to the contrary herein, to the extent there is an active Form S-3 Shelf under this subsection 2.3.1, covering a Holder’s or another appropriate form permitting registration Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering, such Underwritten Offering shall follow the procedures of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registrationsubsection 2.3.4. The Company shall (have the right to remove any persons no longer holding Registrable Securities from the Shelf or any other shelf registration statement by means of a post-effective amendment. The Company shall maintain each Shelf in accordance with the terms hereof, and shall cause each Guarantor to) prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to keep convert the Initial Shelf Registration continuously effective under Form S-1 to a Form S-3 as soon as practicable after the Securities Act until the date which Company is one year from the effectiveness date of the Initial Shelf Registration (subject eligible to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144use Form S-3.

Initial Shelf Registration. The Company Quintiles shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Commission no later than 90 days following the settlement of the Initial Secondary Offering, or, if such settlement shall not have occurred on or prior to March 31, 1997, no later than March 31, 1997, one or more Registration Statements under the Regulations covering at least 5 million Registrable Securities for offerings to be made by Holders from time to time in the aggregate amount of no more than 500,000 Registrable Securities in any 90 day period (any or all such Registration Statements being hereinafter referred to as the "Initial Shelf Registration"); provided, however, that the volume of Registrable Securities that may be sold pursuant to the plan of distribution described in any Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration may be increased from time to time by Quintiles after consultation with Goldxxx, Xxchx & Xo. upon reasonable prior notice to the Holders. The Initial Shelf and any Subsequent Shelf Registrations shall be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)non-underwritten. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them subject to the provisions hereof. Quintiles shall use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act not later than (including, without limitation, one i) the 121st calendar day subsequent to the settlement of the Initial Secondary Offering or more Underwritten Offerings). The Company and Guarantors (ii) if such settlement shall not permit any securities other than the Shelf Notes have occurred on or prior to be included in any Shelf Registration. The Company shall (March 31, 1997, on or as soon as practicable after March 31, 1997 and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until such time as the date which is one year from the effectiveness date earlier of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes 4 million of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration (as defined herein) covering all of the Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration and not previously sold has been declared effective under the Securities Act, (iii) there cease registration of the Registrable Securities is no longer required under the Securities Act and the Holder may sell all remaining Registrable Securities in the open market in amounts that equal or exceed the amount that can be sold under this clause pursuant to be any outstanding Shelf Notes registered thereunder the volume and other limitations of Rule 144 or otherwise (giving effect to the 90-day period in both cases), (iv) the covered securities cease to be Registrable Securities or (v) three years have elapsed from the date on which all Registrable Notes covered by such the Initial Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144was first declared effective (the "Shelf Effectiveness Period").

Initial Shelf Registration. The Company shall (shall, and shall cause each Guarantor to), use its best efforts to, as promptly as practicable, practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes cease to be Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iiiiv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuer and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”)"INITIAL SHELF REGISTRATION") subject to the Issuer's right pursuant to Section 3(c) to exclude the Transfer Restricted Securities of Holders that have not provided the information required to be furnished by such Holders pursuant to Section 3(c) hereof. The Company Issuer and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly soon as practicable thereafter (possible following the occurrence of the event described in Section 2(i) that triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and the Guarantors (i) shall not permit any securities other than the Shelf Notes Transfer Restricted Securities to be included in any Shelf Registration. The Company , and (ii) shall (use their respective best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144 are amended or revised, (iii) such Transfer Restricted Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). If the Issuers shall have not yet filed an Exchange Offer, the Issuers shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers shall (and not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Issuers shall cause each Guarantor to) use its their commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Effectiveness Date). The Initial Shelf Registration shall be Securities Act on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in prior to the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company 60th day after the filing thereof with the SEC and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date on which is one year from the effectiveness date Securities are no longer "restricted securities" (within the meaning of Rule 144 under the Initial Shelf Registration Act) (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). If the Company and the Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchasers. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and shall cause each Guarantor to(ii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than after the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company filing thereof and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 36 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Registrants shall (prepare and shall -------------------------- cause each Guarantor to), as promptly as practicable, file to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis other than pursuant to an Underwritten Offering pursuant to Rule 415 covering all of the Registrable Securities (or, if a Shelf Notes Notice is delivered solely pursuant to Section 2(c), all of the Registrable Securities held by any Restricted Persons) (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the "Initial Shelf Registration -------------------------- Statement"); provided, however, that no holder shall be entitled to have its --------- -------- ------- Registrable Securities covered by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 business days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have provided all information reasonably requested by the Registrants (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Registrants all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Registrants by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Notes Registrable Securities for such resale by Holders the holders thereof in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.but excluding any

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable but in any event within 30 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the penultimate paragraph of Section 3(e) or Section 6) 4 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes).

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"), subject to the Issuers' right pursuant to Section 3(c) to exclude the Registrable Securities of Holders which have not provided the information required to be furnished by such Holders pursuant to Section 3(c). The Company Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all no Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144remain outstanding.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, -------------------------- reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-2 or S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable their best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Subsidiary Guarantor to) use their best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use their best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable their best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(u) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its reasonable best efforts to, as promptly as practicable, practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to Section 3(e5(v) or Section 6hereof) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company Issuer shall as promptly as practicable file (and shall cause each any then existing Subsidiary Guarantor to), as promptly as practicable, file to file) with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuer (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Issuer shall file (and shall cause each any then existing Subsidiary Guarantor toto file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration within 20 Business Days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuer and the Trustee in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuer and the Trustee 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 or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the later of (i) the Filing Date and (ii) 90 days after delivery of the Shelf Notice (or if such 90th day is not a Business Day, on the next succeeding Business Day), and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders as specified in the manner or manners reasonably designated “Plan of Distribution” section of the registration statement, as such section is furnished by them (including, without limitation, one or more Underwritten Offeringsthe Initial Purchaser in accordance with Section 2(e). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 65(b) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall file on or prior to the date that is thirty (30) days after the later of (x) March 31, 2022 and shall cause each Guarantor to), as promptly as practicable, file with (y) the SEC Effective Time (the “Filing Deadline”) a Registration Statement for an offering a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf,” and such initial Form S-1 Shelf or Form S-3 Shelf, as may be made on a continuous basis pursuant amended from time to Rule 415 covering all of the Shelf Notes (time, the “Initial Shelf Registration”), in each case, covering the resale on a delayed or continuous basis of all Registrable Securities eligible for inclusion therein pursuant to this Section 2.1. The Company shall give written notice to all Holders of Registrable Securities at the address or e-mail address it has in its records for such Holder at such time, at least ten (10) days prior to the proposed filing date of the Initial Registration Statement, and the Company shall cause include in such Initial Registration Statement all of the Registrable Securities then held by each Guarantor toInitial Holder and each Subsequent Holder who requests inclusion therein by completing and returning a Holder Questionnaire (to the extent required pursuant to Section 3.3.1 hereof ) at least three (3) business days prior to the filing of the Initial Shelf Registration. The Company will furnish a draft of the Registration Statement to each Holder with Registrable Securities to be included therein for review at least two (2) business days in advance of filing the Registration Statement (it being understood that the Company shall be permitted to file the Registration Statement regardless of whether any Holder has completed its review thereof or provided affirmative confirmation to the Company to such effect). The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective as promptly soon as practicable thereafter (after filing, but in no event later than (i) five (5) business days after the Shelf Company is notified (orally or in writing) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review or (ii) ninety (90) days after the earlier of the date of the Registration Statement is filled with the Commission and the Filing Deadline, if the Registration Statement is reviewed by, and the Company receives comments from, the Commission (the applicable period being the “Effectiveness DateDeadline”). The Initial Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. So long as a Holder delivers to the Company a completed Holder Questionnaire, such Holder shall not be identified as a statutory underwriter in the Registration shall be on Form S-3 Statement unless in response to a comment or request from the staff of the SEC or another appropriate form permitting registration of regulatory agency; provided, however, that if the SEC requests that such Shelf Notes for resale by Holders Holder be identified as a statutory underwriter in the manner or manners reasonably designated by them (includingRegistration Statement, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than such Holder will have an opportunity to withdraw from the Shelf Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary in order to keep a Shelf effective for the Initial period required by Section 3.1.2. In the event the Company has filed a Form S-1 Shelf and subsequently becomes eligible to use Form S-3, the Company may amend the Registration continuously effective under Statement so as to convert the Securities Act until Form S-1 Shelf (or any Subsequent Shelf Registration) to a Form S-3 Shelf provided that the date which is one year from Company shall use commercially reasonable efforts to maintain the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or then in effect until such shorter period ending when (i) all time as a Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration on Form S-3 covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities included therein has been declared effective under by the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Commission.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 390th day following March 17, 2017 and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 270th day following the Closing Date and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below), other than any securities requested by the holders thereof to be included in such registration pursuant to that Registration Rights and Stockholders Agreement, dated as of May 9, 1996, among the Company, Xxxxxxx Corporation, a Delaware corporation, and the purchasers of the Company's Senior Subordinated Notes due 2004 in an aggregate principal amount of $25,000,000 and warrants to purchase shares of the Common Stock, $.01 par value per share, of the Company. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Subsidiary Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, practicable after delivery of such Shelf Notice prepare and file with the SEC Commission a Registration Statement Statement, on an appropriate form under the Securities Act, for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (or, if a Shelf Notes Notice is delivered solely pursuant to Section 2(d), all of the Registrable Securities held by Restricted Persons) (the “"Initial Shelf Registration”"). The If the Company and the Subsidiary Guarantors shall (have not yet filed the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the Commission the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Filing Date). The Otherwise, the Company and the Subsidiary Guarantors shall use their best efforts to file with the Commission the Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such prior to the Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings)Filing Date. The Company and the Subsidiary Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a or any Subsequent Shelf Registration. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration covering all pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request therefor, such information as the Registrable Notes covered Company may, after conferring with counsel with regard to information relating to Holders that would be required by and not sold under the Initial Staff to be included in such Shelf Registration or an earlier Subsequent Prospectus included therein, reasonably request for inclusion in any Shelf Registration has been declared effective under the or Prospectus included therein. No Holder of Registrable Securities Act, (iii) there cease that are to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such included in a Shelf Registration become eligible for resale without regard Statement shall be entitled to volume, manner of sale or other restrictions contained in Rule 144.Liquidated Damages pursuant to Section 4 unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information to be disclosed

Initial Shelf Registration. The Company Prior to September 15, 1999, Brooke shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made by the Warrant Holders on a continuous basis pursuant to under Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date"). The Initial Shelf Registration shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Notes all Registrable Securities for resale by the Warrant Holders in the manner or manners reasonably designated by them (including, without limitation, including one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Brooke shall not permit any securities other than cause the Initial Shelf Notes Registration to be included in any Shelf Registration. The Company shall (declared effective under the Securities Act on or before October 31, 1999 and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective and the Prospectus current under the Securities Act until during the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) period (the “"Effectiveness Period”), or such shorter period ") ending when on the earliest date on which (ix) all Shelf Notes covered by the Initial Shelf Registration Registrable Securities have been sold in the manner contemplated in the Initial Shelf Registration other than to a Warrant Holder, (iiy) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (ivz) in the date on opinion of Milbank, Tweed, Hadlxx & XcClxx xx other nationally recognized counsel to Brooke reasonably acceptable to the Warrant Holders, which opinion shall be reasonably satisfactory in form, scope and substance to the Warrant Holders, registration of the Registrable Securities is no longer required under the Securities Act for the Warrant Holders to sell all remaining Registrable Notes covered by such Shelf Registration become eligible for resale Securities in the open market without regard limitations as to volume, volume or manner of sale and without being required to file any forms or reports with the SEC under the Securities Act or the Regulations other restrictions contained than a notice of sale under Rule 144 under the Regulations. No Warrant Holders of Registrable Securities may include any of its Registrable Securities in Rule 144any Shelf Registration pursuant to this Agreement unless and until such Warrant Holder furnishes to Brooke in writing such information as Brooke may reasonably request pursuant to Section 6.2(b).

Initial Shelf Registration. The Company Registrants shall (prepare and shall cause each Guarantor to), as promptly as practicable, file to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis other than pursuant to an Underwritten Offer pursuant to Rule 415 covering all of the Registrable Securities (or, if a Shelf Notes Notice is delivered solely pursuant to Section 2(c), all of the Registrable Securities held by any Restricted Persons) (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Company ; PROVIDED, HOWEVER, that no holder shall (and shall cause each Guarantor to) use be entitled to have its commercially reasonable efforts to cause the Registrable Securities covered by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 Business Days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have provided all information reasonably requested by the Registrants (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Registrants all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Registrants by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Notes Registrable Securities for such resale by Holders the holders thereof in the manner or manners reasonably designated by them (including, without limitation, one or more but excluding any Underwritten Offerings). The Company and Guarantors Registrants shall not permit any securities other than use their reasonable best efforts to (A) cause the Initial Shelf Notes Registration Statement to be included in any Shelf Registration. The Company shall declared effective under the Securities Act on or prior to the Effective Date and (and shall cause each Guarantor toB) use its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for a period of two years after the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or 5 and subject, with respect to Registrable Securities held by Restricted Persons, to the limitations set forth in Section 62(c)) (such two-year period, as it may be extended, being the “Effectiveness Period”"EFFECTIVE PERIOD"), or such shorter period ending when (i1) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner contemplated in the Initial Shelf Registration or (ii2) a Subsequent Shelf Registration Statement covering all of the such Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities remaining unsold has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv3) the date on which all Registrable Notes covered Securities may be sold pursuant to subsection (k) of Rule 144. Notwithstanding any other provision hereof, the Registrants may postpone or suspend the filing or the effectiveness of a Registration Statement (or any amendments or supplements thereto), if (1) such action is required by applicable law, or (2) such Shelf Registration become eligible action is taken by the Registrants in good faith and for resale without regard to volumevalid business reasons (not including avoidance of such party's obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the Commission or other restrictions contained similar events, so long as the Registrants promptly thereafter comply with the requirements of Section 5(b) hereof, if applicable. Notwithstanding the occurrence of any event referred to in Rule 144the immediately preceding sentence (a "SUSPENSION"), such event shall not suspend, postpone or in any other manner affect the running of the time period after which an Illiquidity Event shall be deemed to occur and, if the filing or effectiveness of a Registration Statement is postponed or suspended as a result of a Suspension, an Illiquidity Event shall nonetheless exist if all other requirements set forth for the occurrence of an Illiquidity Event shall be satisfied, and the provisions of Section 4 requiring the accrual payment of additional interest, as set forth in such Section, on the Registrable Securities, shall be applicable.

Initial Shelf Registration. The To the extent called for by Section 2(j) hereof, the Company shall (and shall cause each Guarantor Guarantor, if any, to), ) as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all resales of the Shelf Transfer Restricted Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor Guarantor, if any, to) file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act on or prior to the applicable Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another an appropriate form under the Securities Act permitting registration of such Shelf Transfer Restricted Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Transfer Restricted Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is earlier of one year from after the effectiveness effective date of the Initial Shelf such Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), Statement or such shorter period ending when (i) all Shelf Transfer Restricted Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Transfer Restricted Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Transfer Restricted Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144“Effectiveness Period”).

Initial Shelf Registration. After the closing of the Qualified IPO (the “Shelf Trigger Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission within thirty (30) days a Shelf Registration Statement covering the resale of all Registrable Securities requested to be included therein in accordance with this Section 2.03(a), and to cause such Shelf Registration Statement to become effective as promptly as practicable. If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.03(g). The Company shall promptly deliver a written notice (and shall cause each Guarantor to)a “Shelf Registration Notice”) of such Shelf Registration to all Holders, as promptly as practicablepracticable following the Shelf Trigger Date, file and in any event within five (5) Business Days thereafter, and the Company shall include in such Shelf Registration Statement all such Registrable Securities of such Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be included in the Shelf Registration Statement and such requests must be received within fifteen (15) days after the date that such Shelf Registration Notice has been delivered. The Shelf Registration Statement described in this Section 2.03(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement, such Shelf Registration Statement shall include the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission. In such event, the number of Registrable Securities to be declared effective as promptly as practicable thereafter (but included for each Holder in no event later than the Shelf Effectiveness Date). The Initial applicable Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by reduced pro rata among all Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes requesting to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial applicable Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes then existing Registrable Securities (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, the Company and the Guarantors shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, the Company and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company and the Guarantors shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and shall cause each Guarantor to) use its commercially reasonable efforts in no event later than 120 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, Act or (iii) there cease to the Registrable Securities may be any outstanding Shelf Notes registered transferred without restriction under the Securities Act or Rule 144 thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 105 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 66(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor Guarantor, if any, to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor Guarantor, if any, to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor, if any, to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Guarantors, if any, shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor Guarantor, if any, to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Mandatory Exchange Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Upon the Company becoming eligible for use of Form S-3 in connection with a secondary public offering of its equity securities (but in any event no later than the beginning of the 13th month after the Company Spin-Off) (the “Shelf Trigger Date”) the Company shall (prepare and file with the Commission a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities, and shall use its reasonable best efforts to cause each Guarantor to), such Shelf Registration Statement to become effective as promptly as practicablepracticable (but in no event later than ninety (90) days after it shall have filed such Shelf Registration Statement, file unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Shelf Registration Statement described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to be declared effective as promptly as practicable thereafter (but advocate with the Commission for the Registration of all Registrable Securities in no event later than accordance with SEC Guidance. Notwithstanding the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 foregoing, if the Commission prevents the Company from including any or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Securities on any Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities ActStatement, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible Statement shall include the resale of a number of Registrable Securities which is equal to the maximum amount permitted by the Commission. In such event, the number of Registrable Securities to be included for resale without regard to volume, manner of sale or other restrictions contained each Holder in Rule 144the applicable Shelf Registration Statement shall be reduced pro rata among all Holders.

Initial Shelf Registration. The Company shall as promptly as practicable after the date of the Shelf Notice file (and shall cause each any then existing Guarantor to), as promptly as practicable, file to file) with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The If the Company (and any then existing Guarantor) has not yet filed an Exchange Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each any then existing Guarantor to) to use its commercially reasonable best efforts to file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall use its reasonable best efforts to file (and shall cause any then existing Guarantor to use its reasonable best efforts to file) with the SEC the Initial Shelf Registration within 90 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company and the Trustee, 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 or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Within 30 days of the date hereof, the Company shall (prepare and file with the Commission a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities, and shall use its reasonable best efforts to cause each Guarantor to), such Shelf Registration Statement to become effective as promptly as practicablepracticable (but in no event later than sixty (60) days after it shall have filed such Shelf Registration Statement, file unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Shelf Registration Statement described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to be declared effective as promptly as practicable thereafter (but advocate with the Commission for the Registration of all Registrable Securities in no event later than accordance with SEC Guidance. Notwithstanding the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 foregoing, if the Commission prevents the Company from including any or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Securities on any Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities ActStatement, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible Statement shall include the resale of a number of Registrable Securities which is equal to the maximum amount permitted by the Commission. In such event, the number of Registrable Securities to be included for resale without regard each Holder in the applicable Shelf Registration Statement shall be reduced pro rata among all Holders. Prior to volumethe effectiveness of this Shelf Registration Statement, manner the Company shall maintain the effectiveness of sale or other restrictions contained in Rule 144the shelf registration statement filed by the Company on July 26, 2018 and this Section 2.02 shall apply to such shelf registration statement, mutatis mutandis, until the Shelf Registration Statement contemplated by this Section 2.02(a) is declared effective.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 45 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 66(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (carefully prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a as soon as practicable, but in no event later than sixty (60) days after the Effective Date (such date, the "Filing Deadline"), one or more Registration Statement Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities issued pursuant to the Plan (the “"Initial Shelf Registration”"). The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by the Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall (not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. No Holder may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 business days after receipt of a request therefore, such information as the Company may reasonably request for use in connection with any Shelf Registration or Prospectus or preliminary prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly soon as practicable thereafter (but in no event later than practical after the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (includingFiling Deadline and, without limitationsubject to Allowable Grace Periods, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date fifth anniversary of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Filing Deadline (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, Act or (iii) there cease to be during any outstanding Shelf Notes registered thereunder or (iv) the date on period in which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard Securities may be sold pursuant to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The If the Company and the Guarantors have not yet filed an Exchange Registration Statement, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Initial Shelf Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 6)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. Upon the Company becoming eligible for use of Form S-3 in connection with a secondary public offering of its equity securities (the “Shelf Trigger Date”), the Company shall use its reasonable best efforts to prepare and file with the Commission within thirty (30) days a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities requested to be included therein in accordance with this Section 2.03(a), and to cause such Shelf Registration Statement to become effective as promptly as practicable (but in no event later than seventy-five (75) days after it shall have filed such Shelf Registration Statement, unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.03(g). The Company shall promptly deliver a written notice (and shall cause each Guarantor to)a “Shelf Registration Notice”) of such Shelf Registration to all Holders, as promptly as practicablepracticable following the Shelf Trigger Date, file and in any event within five (5) Business Days thereafter, and the Company shall include in such Shelf Registration Statement all such Registrable Securities of such Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be included in the Shelf Registration Statement and such requests must be received within ten (10) days after the date that such Shelf Registration Notice has been delivered. The Shelf Registration Statement described in this Section 2.03(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement, such Shelf Registration Statement shall include the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission. In such event, the number of Registrable Securities to be declared effective as promptly as practicable thereafter (but included for each Holder in no event later than the Shelf Effectiveness Date). The Initial applicable Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by reduced pro rata among all Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes requesting to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial applicable Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate appro- priate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all no Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144remain outstanding.

Initial Shelf Registration. The Company Issuer shall as promptly as practicable file (and shall cause each any then existing Subsidiary Guarantor to), as promptly as practicable, file to file) with the SEC a Notes Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuer (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Issuer shall file (and shall cause each any then existing Subsidiary Guarantor toto file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registerable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuer and the Trustee in writing, within 30 days after receipt of a request therefor, such information as the Issuer and the Trustee 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 or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering with respect to all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (as defined below) has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuer shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable and in any event within 60 days of the delivery of the Shelf Notice prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"), which Initial Shelf Registration shall be on an appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings) provided, however, that notwithstanding any provision of this Agreement to the contrary, if the Issuer is ineligible to file the Initial Shelf Registration on Form S-3 (or similar successor form promulgated under the Securities Act) at the time of delivery of the Shelf Notice, the Issuer's obligation to file the Initial Shelf Registration hereunder shall be extended until the Issuer is eligible to file the Initial Shelf Registration on Form S-3 (or successor form) and the Issuer shall have no obligation to file the Initial Shelf Registration if the Effectiveness Period shall have expired prior to such time; provided further that no extension or elimination of the Issuer's obligation to file the Initial Shelf Registration pursuant to this clause shall eliminate or otherwise affect the Issuer's obligations to pay Additional Interest pursuant to Section 4. The Company Issuer shall (and not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Issuer shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective as promptly soon as practicable thereafter (but in no event later than under the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company Securities Act and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year the earliest of (i) two years (or any shorter period under Rule 144(k) under the Securities Act) from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (iii) the date on which all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (iiiii) the date on which Registrable Securities no longer exist (the "Effectiveness Period") or such shorter period ending when a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-2 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf then existing Registrable Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, each Issuer shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Each Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 60 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"EFFECTIVENESS PERIOD").

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, -------------------------- reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Offer, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 75th day after the filing thereof with the Commission and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement, the Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Registrable Notes to be included in any such Shelf Registration. The Company Registra­tion, and (ii) shall (and shall cause each Guarantor to) use its commercially reasonable their respective best efforts to cause such Initial Shelf Registration to become or be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it becomes or is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the such Initial Shelf Registration have been sold in the manner set forth and as contemplated in the such Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”)"INITIAL SHELF REGISTRATION") subject to the Company's right pursuant to Section 3(c) to exclude the Registrable Securities of Holders that have not provided the information required to be furnished by such Holders pursuant to Section 3(c) hereof. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease ceases to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company New Valley shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made by the Beneficiaries on a continuous basis pursuant to 304 under Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”") as soon as practicable, following the receipt of a written notice from the Trustee that a Default Condition exists. The Initial Shelf Registration shall be on an appropriate form permitting registration of all Registrable Securities for resale by the Beneficiaries in the manner or manners reasonably designated by them (including one or more underwritten offerings). The Company New Valley shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly soon as practicable thereafter (but in no event later than following the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration receipt of such Shelf Notes for resale by Holders the notice referred to in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company first sentence of this Section 2.2.1 and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective and the Prospectus current under the Securities Act until during the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) period (the “"Effectiveness Period”), or such shorter period ") ending when on the earliest date on which (ix) all Shelf Notes covered by the Initial Shelf Registration Registrable Securities have been sold in the manner contemplated in the Initial Shelf Registration other than to a Beneficiary, (iiy) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (ivz) in the date on opinion of Milbank, Tweed, Hadlxx & XcClxx xx other nationally recognized counsel to New Valley reasonably acceptable to the Beneficiaries, which opinion shall be reasonably satisfactory in form, scope and substance to the Beneficiaries, registration of the Registrable Securities is no longer required under the Securities Act for the Beneficiaries to sell all remaining Registrable Notes covered by such Shelf Registration become eligible for resale Securities in the open market without regard limitations as to volume, volume or manner of sale and without being required to file any forms or reports with the SEC under the Securities Act or the Regulations other restrictions contained than a notice of sale under Rule 144 under the Regulations. No Beneficiary of Registrable Securities may include any of its Registrable Securities in Rule 144any Shelf Registration pursuant to this Agreement unless and until such Beneficiary furnishes to New Valley in writing such information as New Valley may reasonably request pursuant to Section 6.2.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to, on or prior to 30 days after the occurrence of any of the conditions described in Section 3(j) (but no earlier than the 365th day following the Closing Date (or, if such date is not a Business Day, on the next succeeding Business Day)) (such date being a “Filing Deadline”), file with the SEC and thereafter use commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter by the SEC (but unless it becomes effective automatically upon filing) on or prior to 90 days after the occurrence of any of the conditions described in no event later than Section 3(j) (or, if not a Business Day, on the next succeeding Business Day) (such 90th day being an “Effectiveness Deadline”) a registration statement (the “Initial Shelf Effectiveness DateRegistration Statement”). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 67(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Co-Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its their commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration Statement within 30 Days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use their commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 150 Days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Co-Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Co-Issuers shall (and the Company shall cause each Subsidiary Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuer and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities covered under the first paragraph of this Section 3 (the “Initial Shelf Registration”). The Company Issuer and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to become or be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it becomes or is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration becomes or has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 45 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-l or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Company If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement, the Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following the delivery of the Shelf Notice, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder Registrable Securities; provided, however, that the Effectiveness Period shall be reduced to the extent that the applicable provisions of Rule 144(k) under the Securities Act are amended or (iv) revised to reduce the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144two year holding period set forth therein.

Initial Shelf Registration. The Upon request by either Bankers, the Noteholders Group or Majority Holders, the Company shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering Offering to be made by the Holders on a continuous basis pursuant to Rule 415 under the Regulations covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date"INITIAL SHELF REGISTRATION"). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by the Holders in the manner or manners reasonably designated in writing to the Company by them (including, without limitation, one or more Underwritten underwritten Offerings). The Company and Guarantors shall not permit any securities other than use its reasonable best efforts to (i) cause the Initial Shelf Notes Registration to be included in any declared effective under the Securities Act on or prior to a date not more than 60 days after the date on which the Majority Holders initially requested the filing of such Initial Shelf Registration. The Company shall Registration (but not earlier than 180 days after the Plan Effective Date) and shall cause each Guarantor to(ii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until during the period (the "EFFECTIVENESS PERIOD") beginning on the date which is one year from the effectiveness date of the Initial Shelf Registration is declared effective and ending on the earliest to occur of (subject to extension pursuant to Section 3(eA) or Section 6) (the “Effectiveness Period”), or such shorter period ending date when (i) all Shelf Notes covered by the Initial Shelf Registration Registrable Securities have been sold by the Holders (and the Holders have no reasonable expectation of receiving any additional Registrable Securities) in the manner set forth and as contemplated in the Initial Shelf Registration, any Demand Registration Statement or any Piggyback Registration Statement, or (iiB) a Subsequent Shelf Registration covering the date when counsel to the Company shall render an opinion addressed to the Holders, which opinion shall be satisfactory in form, scope and substance to each Holder affected thereby, to the effect that all of remaining Registrable Securities are freely transferable in the Registrable Notes covered by open market without limitations as to volume and not sold under without being required to file any forms or reports with the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective SEC under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Regulations.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration promptly after of the delivery of the Shelf Notice and shall use its best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 66(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 60 days after the date on which such Initial Shelf Effectiveness DateRegistration Statement was required to be filed). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.any

Initial Shelf Registration. The Company Issuer shall (prepare and shall cause each Guarantor to), as promptly as practicable, file -------------------------- to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (or, if a Shelf Notes Notice is delivered solely pursuant to Section 2(c), all of the ------------ Registrable Securities held by any Restricted Persons) (the “"Initial Shelf Registration”------------- Registration Statement"). The Company ; provided, however, that no holder shall (and shall cause each Guarantor to) use be entitled to ---------------------- -------- ------- have its commercially reasonable efforts to cause the Registrable Securities covered by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 Business Days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have --------- provided all information reasonably requested by the Issuer (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Issuer all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Issuer by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders the holders thereof in the manner or manners reasonably designated by them (including, without limitation, one or more but excluding any Underwritten Offerings). The Company and Guarantors Issuer shall not permit any securities other than use its reasonable best efforts to (A) cause the Initial Shelf Notes Registration Statement to be included in any Shelf Registration. The Company shall declared effective under the Securities Act on or prior to the Effective Date and (and shall cause each Guarantor toB) use its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for a period of two (2) years after the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or 5 and subject, --------- with respect to Registrable Securities held by Restricted Persons, to the limitations set forth in Section 62(c)) (such two (2) year period, as it may be ------------ extended or shortened, being the “Effectiveness "Effective Period”"), or such shorter period ---------------- ending when (i1) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner contemplated in the Initial Shelf Registration or (ii2) a Subsequent Shelf Registration Statement covering all of the such Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities remaining unsold has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv3) the date on which all Registrable Notes covered Securities may be sold pursuant to subsection (k) of Rule 144. Notwithstanding any other provision hereof, the Issuer may postpone or suspend the filing or the effectiveness of a Registration Statement (or any amendments or supplements thereto), if (1) such action is required by applicable law, or (2) such Shelf Registration become eligible action is taken by the Issuer in good faith and for resale without regard to volumevalid business reasons (not including avoidance of the Issuer's obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the Commission or other restrictions contained in Rule 144similar events, so long as the Issuer promptly thereafter complies with the requirements of Section 5(b) hereof, if applicable. The Effective Period shall be extended ------------ by the number of days during which the effectiveness of a Registration Statement is suspended.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, each of the Issuers shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Issuers shall file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting per- mitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company Each of the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company BGLS shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made by the Participating Holders on a continuous basis pursuant to under Rule 415 covering all the Registrable Securities (the "Initial Shelf Registration") as soon as practicable following delivery of the Shelf Notes (the “Notice. The Initial Shelf Registration”Registration shall be on an appropriate form permitting registration of all Registrable Securities for resale by Participating Holders in the manner or manners reasonably designated by them (including one or more underwritten offerings). The Company BGLS shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act by the Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company Date and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective and the Prospectus current under the Securities Act until during the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) period (the “"Effectiveness Period”), or such shorter period ") ending when on the earlier of (i) the earliest date on which (x) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (iiy) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (ivz) in the date on opinion of Milbank, Tweed, Hadlxx & XcClxx xx other counsel to BGLS reasonably acceptable to the Participating Holders, which opinion shall be reasonably satisfactory in form, scope and substance to the Participating Holders, registration of the Registrable Securities is no longer required under the Securities Act for the Participating Holders to sell all remaining Registrable Notes covered by such Shelf Registration become eligible for resale Securities in the open market without regard limitations as to volume, volume or manner of sale and without being required to file any forms or reports with the SEC under the Securities Act or the Regulations other restrictions contained than a notice of sale under Rule 144 under the Regulations. No Participating Holder may include any of its Registrable Securities in Rule 144any Shelf Registration pursuant to this Agreement unless and until such Participating Holder furnishes to the Company in writing such information as the Company may reasonably request pursuant to Section 7.2(b).

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to)shall, as promptly as practicable, use its reasonable best efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company has not yet filed an Exchange Registration Statement, the Company shall (file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with -------------------------- the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers have not yet filed an Exchange Offer Registration Statement, the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers shall use their best efforts to file the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchaser. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all such Registrable Notes covered by such Shelf Registration become Securities are eligible for resale without regard pursuant to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file -------------------------- to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis other than pursuant to an Underwritten Offer pursuant to Rule 415 covering all of the Shelf Registrable Notes (or, if a Shelf Notice is delivered solely pursuant to Section 2(c), all of the “Initial Shelf Registration”). The Company shall Registrable Notes held by any Restricted Persons) (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the "Initial Shelf Registration Statement"); provided, ------------------------------------ -------- however, that no holder shall be entitled to have its Registrable Notes covered ------- by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 Business Days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have provided all information reasonably requested by the Company (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Company all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Company by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders the holders thereof in the manner or manners reasonably designated by them (including, without limitation, one or more but excluding any Underwritten Offerings). The Company and Guarantors shall not permit any securities other than use its reasonable best efforts to (A) cause the Initial Shelf Notes Registration Statement to be included in any Shelf Registration. The Company shall declared effective under the Securities Act on or prior to the Effective Date and (and shall cause each Guarantor toB) use its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for a period of two years after the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or 5 and subject, with respect to Registrable Notes held by Restricted Persons, to the limitations set forth in Section 62(c)) (such two- year period, as it may be extended, being the “Effectiveness "Effective Period”"), or ---------------- such shorter period ending when (i1) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner contemplated in the Initial Shelf Registration or (ii2) a Subsequent Shelf Registration Statement covering all of the such Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration remaining unsold has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv3) the date on which all Registrable Notes covered may be sold pursuant to subsection (k) of Rule 144. Notwithstanding any other provision hereof, the Company may postpone or suspend the filing or the effectiveness of a Registration Statement (or any amendments or supplements thereto), if (1) such action is required by applicable law, or (2) such Shelf Registration become eligible action is taken by the Company in good faith and for resale without regard to volumevalid business reasons (not including avoidance of such party's obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the Commission or other restrictions contained similar events, so long as the Company promptly thereafter complies with the requirements of Section 5(b) hereof, if applicable. Notwithstanding the occurrence of any event referred to in Rule 144the immediately preceding sentence (a "Suspension"), such event shall not suspend, postpone or in any other manner ---------- affect the running of the time period after which an Illiquidity Event shall be deemed to occur and, if the filing or effectiveness of a Registration Statement is postponed or suspended as a result of a Suspension, an Illiquidity Event shall nonetheless exist if all other requirements set forth for the occurrence of an Illiquidity Event shall be satisfied, and the provisions of Section 4 requiring the accrual payment of additional interest, as set forth in such Section, on the Registrable Notes, shall be applicable.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use all commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use all commercially reasonable efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Mandatory Exchange Date (subject to extension pursuant to the last sentence of Section 3(e6(w) or Section 6) hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (shall, and shall cause each Guarantor to), as promptly as practicable, use all commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 45 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not filed an Exchange Offer Registration Statement prior to the delivery of the Shelf Notice, then the Company shall use its best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by such Shelf Registration Statement cease to be Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iiiiv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”). The Company Registration Statement") within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Registration Statement, the Company shall file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-l or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) such Registrable Notes are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers and the Guarantor --- -------------------------- shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers and the Guarantor shall (have not yet filed an Exchange Registration Statement, the Issuers and the Guarantor shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Issuers and the Guarantor shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Guarantors the Guarantor shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers and the Guarantor shall use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration. The Company shall (, and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company shall as promptly as practicable after the date of the Shelf Notice file (and shall cause each any then existing Guarantor to), as promptly as practicable, file to file) with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company (and any then existing Guarantor) has not yet filed an Exchange Registration Statement, the Company shall file (and shall cause each any then existing Guarantor toto file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall use its reasonable best efforts to file (and shall cause any then existing Guarantor to file) with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company and the Trustee 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 or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to), as promptly as practicablepromptly, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Units (the “"Initial Shelf Registration”"). The Company If the Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially their reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Subsidiary Guarantor to) use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use their reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Units for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Notes Registrable Units to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to) use its commercially their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(v) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Units covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Units covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Units.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Applicable Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement with respect to the Applicable Registrable Notes, the Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration with respect to be declared effective the Applicable Registrable Notes on or prior to the Filing Date. Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration with respect to the Applicable Registrable Notes as promptly as practicable thereafter (following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration with respect to the Applicable Registrable Notes shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Applicable Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Applicable Registrable Notes to be included in any such Shelf Registration. The Company , and (ii) shall (and shall cause each Guarantor to) use its commercially reasonable their respective best efforts to cause such Initial Shelf Registration to become or be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it becomes or is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Applicable Registrable Notes covered by the such Initial Shelf Registration have been sold in the manner set forth and as contemplated in the such Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Applicable Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Applicable Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 5-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Regis- trable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company On or before May 1, 1998, Brooke shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made by the Warrant Holders on a continuous basis pursuant to under Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company Initial Shelf Registration shall be on an appropriate form permitting registration of all Registrable Securities for resale by the Warrant Holders in the manner or manners reasonably designated by them (and including one or more underwritten offerings). Brooke shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter under the Securities Act within sixty (but in no event later than 60) days following the Shelf Effectiveness Date). The Initial Shelf date of filing of the Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in Statement with the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company SEC and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective and the Prospectus current under the Securities Act until during the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) period (the “"Effectiveness Period”), or such shorter period ") ending when on the earliest date on which (ix) all Shelf Notes covered by the Initial Shelf Registration Registrable Securities have been sold in the manner contemplated in the Initial Shelf Registration other than to a Warrant Holder, (iiy) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (ivz) in the date on opinion of Milbank, Tweed, Hadlxx & XcClxx xx other nationally recognized counsel to Brooke reasonably acceptable to the Warrant Holders, which opinion shall be reasonably satisfactory in form, scope and substance to the Warrant Holders, registration of the Registrable Securities is no longer required under the Securities Act for the Warrant Holders to sell all remaining Registrable Notes covered by such Shelf Registration become eligible for resale Securities in the open market without regard limitations as to volume, volume or manner of sale and without being required to file any forms or reports with the SEC under the Securities Act or the Regulations other restrictions contained than a notice of sale under Rule 144 under the Regulations. No Warrant Holders of Registrable Securities may include any of its Registrable Securities in Rule 144any Shelf Registration pursuant to this Agreement unless and until such Warrant Holder furnishes to Brooke in writing such information as Brooke may reasonably request pursuant to Section 6.2(b).

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company and the Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Company and the Guarantors shall use their best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchasers. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall (i) not permit any securities other than the Shelf Notes Registrable Securities, the Rights and the underlying Common Stock to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 28 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 60 days after the date on which such Initial Shelf Effectiveness DateRegistration Statement was required to be filed). The Initial Shelf Registration shall be on Form S-3 S-1 under the Securities Act or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The other than any securities requested by the holders thereof to be included in such registration pursuant to that Registration Rights and Stockholders Agreement, dated as of May 9, 1996, among the Company, Letixxx Xxxporation, a Delaware corporation, and the purchasers of the Company's Senior Subordinated Notes due 2004 in an aggregate principal amount of $25,000,000 and warrants to purchase shares of the Common Stock, $.01 par value per share, of the Company, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (or, if a Shelf Notes Notice is delivered solely pursuant to Section 2(c), all of the Registrable Securities held by any Restricted Persons) (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the "Initial Shelf Registration Statement"); provided, however, that no holder shall be entitled to have its Registrable Securities covered by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 Business Days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have provided all information reasonably requested by the Issuers (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Issuers all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Issuers by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders the holders thereof in the manner or manners reasonably designated by them (including, without limitation, one or more but excluding any Underwritten Offerings). The Company and Guarantors Issuers shall not permit any securities other than use their reasonable best efforts to (A) cause the Initial Shelf Notes Registration Statement to be included in any Shelf Registration. The Company shall declared effective under the Securities Act on or prior to the Effective Date and (and shall cause each Guarantor toB) use its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for a period of two years after the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or 5 and subject, with respect to Registrable Securities held by Restricted Persons, to the limitations set forth in Section 62(c)) (such two-year period, as it may be extended, being the “Effectiveness "Effective Period”"), or such shorter period ending when (i1) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner contemplated in the Initial Shelf Registration or (ii2) a Subsequent Shelf Registration Statement covering all of the such Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities remaining unsold has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv3) the date on which all Registrable Notes covered Securities may be sold pursuant to subsection (k) of Rule 144. Notwithstanding any other provision hereof, the Issuers may postpone or suspend the filing or the effectiveness of a Registration Statement (or any amendments or supplements thereto), if (1) such action is required by applicable law, or (2) such Shelf Registration become eligible action is taken by the Issuers in good faith and for resale without regard to volumevalid business reasons (not including avoidance of the Issuers' obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the Commission or other restrictions contained in Rule 144similar events, so long as the Issuers promptly thereafter comply with the requirements of Section 5(b) hereof, if applicable. The Effective Period shall be extended by the number of days during which the effectiveness of a Registration Statement is suspended.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicablepracticable following receipt of a Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable but in any event within 45 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 X-0, Xxxx X-0 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Filing Date (subject to suspension and extension pursuant to the last sentence of each of Section 3(e5(n) or and Section 65(u) hereof, (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.