Common use of Restrictions on Holders Clause in Contracts

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date; provided, however, notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise effect the Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security Share that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C5(a)(iv)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D5(a)(iv)(D) hereof (in each case, a “"Suspension Notice”"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities Shares pursuant to the applicable Shelf Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof5(a)(v), or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “"Recommencement Date”"); provided, however, that any Suspension Period occurring as a result of -------- ------- notice from the Company of the existence of any fact of the kind described in Section 5(a)(iv)(D) shall not exceed, for so long as this Agreement is in effect, the shorter of (x) the period ending on the date the information responsible for the Suspension Period is disclosed to the public and (y) 60 days (provided that no two Suspension Periods shall occur during any period -------- of 135 consecutive days). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s 's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession of the Prospectus covering such Transfer Restricted Securities Shares that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such the Shelf Registration Statement set forth in Section 3 or 4 hereof, as applicable3, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date; provided, however, notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise effect the Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence.

Restrictions on Holders. Each Holder agrees by Holder's acquisition of a Transfer Restricted Security constitutes such Holder's agreement that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) or 6(c)(i) hereof (in each case, a “"Suspension Notice”"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “"Recommencement Date”"). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s 's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date; providedDate and, however, notwithstanding anything else in this Agreement provided that the Company uses its reasonable best efforts to file and have declared effective (if an amendment) as soon as practicable an amendment or supplement to the contraryShelf Registration Statement, nothing the Company shall delay or otherwise effect be deemed to have used its reasonable best efforts to keep the Consummation Deadline with respect to the Exchange Offer Shelf Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition effective during such period of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidencesuspension.

Restrictions on Holders. Each Holder agrees by acquisition of a ----------------------- Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “"Suspension Notice”"), such Holder will forthwith discontinue disposition of ----------------- Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “"Recommencement -------------- Date”"). Each Holder receiving a Suspension Notice hereby agrees that it will ---- either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s 's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, then in such Holder’s 's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. Furthermore, the Company and the Guarantors may allow the Shelf Registration Statement and the related Prospectus to cease to become effective and usable if the Company is in possession of material non-public information relating to a proposed financing, recapitalization, acquisition, business combination or other material transaction involving the Company or the Guarantors which the board of directors of the Company determines in good faith would require disclosure in the Shelf Registration Statement by the Company of such material non-public information for which the Company has a bona fide business purpose for not disclosing and disclosure of such information is not otherwise required by law; provided (i) that the Company notifies the Holders within two business days after such board of directors makes such decision (a "Transaction-Related Suspension Notice") and (ii) that ------------------------------------- the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions shall last no longer than 30 days in any 12-month period. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice or Transaction-Related Suspension Notice, as applicable, to the date of delivery of the Recommencement Date; provided, however, notwithstanding anything else no such extension shall be taken into account in this Agreement determining whether liquidated damages are due pursuant to Section 5 hereof or the contraryamount of such liquidated damages, nothing shall delay or otherwise effect it being agreed that the Consummation Deadline with respect Company's option to the Exchange Offer suspend use of a Registration Statement and commencing and Consummating the Exchange Offer pursuant to this paragraph shall be treated as provided in a Registration Default for purposes of Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence5.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i4(c) or Section 6(c)(iii)(C) or any notice from the Company Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “"Suspension Notice”"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “"Recommencement Date”"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s 's possession which have been replaced by the Company Issuers with more recently dated Prospectuses or (ii) deliver to the Company Issuers (at the Company’s Issuers' expense) all copies, other than permanent file copies, then in such Holder’s 's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date; provided, however, notwithstanding anything else . No holder may participate in any underwritten registration under the Agreement unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled under this Agreement to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorneys, indemnities, underwriting agreements, lock-up letters and other documents required under the contrary, nothing terms of such underwriting arrangements. The Issuers shall delay or otherwise effect the Consummation Deadline ensure that any Additional Dividend Notes issued with respect to securities that are not Transfer Restricted Securities are also not Transfer Restricted Securities when issued, whether through the Exchange Offer maintenance of an effective Shelf Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidenceor otherwise.

Restrictions on Holders. Each Holder agrees by Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date” with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a “Blackout Period”). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s and the Guarantors’ expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date; provided. Notwithstanding the provisions of Section 5 hereof, however, notwithstanding anything else in this Agreement to no liquidated damages shall accrue during any Blackout Period or during the contrary, nothing shall delay period the Company is seeking a no-action letter or otherwise effect the Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication other favorable decision from the Company Commission pursuant to the Holder relating to an event giving rise to a Suspension Notice, in confidenceSection 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company Issuer of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or (iii) commencement of a Blackout Period (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company Issuer with more recently dated Prospectuses or (ii) deliver to the Company Issuer (at the CompanyIssuer’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date. Notwithstanding anything to the contrary in this Agreement, the Issuer, upon notice to the Holders of Transfer Restricted Securities that the applicable Registration Statement is unusable pending a material development (but not for the purpose of avoiding its obligations under this Agreement in a manner contrary to the intent of the Agreement), may suspend the use of the Prospectus included in any Registration Statement for a period of time (the “Blackout Period”) not to exceed an aggregate of 60 days in any twelve month period; provided, howeverthat, notwithstanding anything else in this Agreement to upon the contrarytermination of such Blackout Period, nothing the Issuer promptly shall delay or otherwise effect notify the Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition Holders of a Transfer Restricted Security, further agrees to hold the fact Securities that it such Blackout Period has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidencebeen terminated.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”)hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Shelf Registration Statement until (i) such Holder has received Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(c)(xvi) hereof, or (ii) such Holder until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”)Prospectus. Each Holder receiving a Suspension Notice notice of a suspension pursuant to the proviso set forth in the first paragraph of Section 5 hereof hereby (it being understood that such notice may disclose only the existence of the fact or event and need not disclose the nature of the fact or event, which may be kept confidential for such period as may reasonably be required for bona fide business reasons) agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) if so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, copies then in such Holder’s possession possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the Suspension Notice. The event the Company shall give any such notice, the time period regarding the effectiveness of such Shelf Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in during the period from and including the date of delivery of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the Suspension Notice to date when each selling Holder covered by such Shelf Registration Statement shall have received the Recommencement Datecopies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, notwithstanding anything else no such extension shall be taken into account in this Agreement determining whether Additional Interest is due pursuant to Section 5 hereof or the contraryamount of such Additional Interest, nothing shall delay or otherwise effect it being agreed that the Consummation Deadline with respect Company’s option to the Exchange Offer suspend use of a Shelf Registration Statement and commencing and Consummating the Exchange Offer pursuant to this paragraph shall be treated as provided in a Registration Default for purposes of Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence5.

Restrictions on Holders. Each Holder agrees by acquisition (i) Subject to the provisions of this Section 4(b), following the effectiveness of a Transfer Restricted Security thatRegistration Statement, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of may direct the existence of any fact of the kind described Holders and RBL Holders, in accordance with Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”4(b)(ii), such Holder will forthwith discontinue disposition to suspend sales of Transfer Restricted Registrable Securities pursuant to the applicable such Registration Statement until and the use of any Prospectus or preliminary Prospectus contained therein for such times as the Company reasonably may determine are necessary and advisable (but in no event, for more than an aggregate of ninety (90) days in any consecutive twelve-month period commencing on the date hereof or more than sixty (60) days in any consecutive ninety (90)-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (1) the majority of the Company’s board of directors shall have determined in good faith that (a) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, consolidation, business combination, disposition, tender offer, corporate reorganization or other significant transaction involving the Company, (b) upon the advice of counsel, the sale of Registrable Securities pursuant to such Registration Statement would require disclosure of nonpublic material information not otherwise required to be disclosed under applicable laws and (c) (i) the Company has a bona fide business purpose for preserving the confidentiality of such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereoftransaction, or (ii) such Holder is advised in writing by disclosure would have a material adverse effect on the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s expenseability to consummate such transaction or (iii) all copiesthe proposed transaction renders the Company unable to comply with Commission requirements, other than permanent file copies, then in such Holder’s possession of each case under circumstances that would make it impractical or inadvisable to cause the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 to become effective or 4 hereofto promptly amend or supplement the Registration Statement on a post-effective basis, as applicable, or (2) the majority of the Company’s board of directors shall be extended have determined in good faith that it is required by law, rule or regulation or Commission-published release or interpretation to supplement the Registration Statement or file a number of days equal post-effective amendment to the number Registration Statement in order to incorporate information into the Registration Statement, including for the purpose of days (a) including in the period from and including Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act, (b) reflecting in the Prospectus any facts or events arising after the effective date of delivery the Registration Statement (or of the Suspension Notice to most recent post-effective amendment) that, individually or in the Recommencement Date; providedaggregate, howeverrepresents a fundamental change in the information set forth therein, notwithstanding anything else or (c) including in this Agreement to the contrary, nothing shall delay or otherwise effect the Consummation Deadline Prospectus any material information with respect to the Exchange Offer plan of distribution not disclosed in the Registration Statement and commencing and Consummating or any material change to such information. Upon the Exchange Offer as provided in Section 3. Each Holderoccurrence of any such suspension, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company shall use commercially reasonable efforts to cause the Holder relating Registration Statement to an event giving rise become effective or to promptly amend or supplement the Registration Statement on a Suspension Noticepost-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, in confidenceas applicable, so as to permit the Holders to resume sales of Registrable Securities as soon as possible.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”)hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Shelf Registration Statement until (i) such Holder has received Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(c)(xvi) hereof, or (ii) such Holder until it is advised in writing (the "ADVICE") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”)Prospectus. Each Holder receiving a Suspension Notice notice of a suspension pursuant to the proviso set forth in the first paragraph of Section 5 hereof hereby (it being understood that such notice may disclose only the existence of the fact or event and need not disclose the nature of the fact or event, which may be kept confidential for such period as may reasonably be required for bona fide business reasons) agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s 's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) if so directed by the Company, each Holder will deliver to the Company (at the Company’s 's expense) all copies, other than permanent file copies, copies then in such Holder’s possession 's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the Suspension Notice. The event the Company shall give any such notice, the time period regarding the effectiveness of such Shelf Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in during the period from and including the date of delivery of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the Suspension Notice to date when each selling Holder covered by such Shelf Registration Statement shall have received the Recommencement Datecopies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, notwithstanding anything else no such extension shall be taken into account in this Agreement determining whether Additional Interest is due pursuant to Section 5 hereof or the contraryamount of such Additional Interest, nothing shall delay or otherwise effect it being agreed that the Consummation Deadline with respect Company's option to the Exchange Offer suspend use of a Shelf Registration Statement and commencing and Consummating the Exchange Offer pursuant to this paragraph shall be treated as provided in a Registration Default for purposes of Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence5.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i4(c) or Section 6(c)(iii)(C) or any notice from the Company Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company Issuers with more recently dated Prospectuses or (ii) deliver to the Company Issuers (at the Company’s Issuers’ expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date; provided, however, notwithstanding anything else . No Holder may participate in any underwritten registration under the Agreement unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled under this Agreement to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorneys, indemnities, underwriting agreements, lock-up letters and other documents required under the contrary, nothing terms of such underwriting arrangements. The Issuers shall delay or otherwise effect the Consummation Deadline ensure that any Additional Dividend Notes issued with respect to securities that are not Transfer Restricted Securities are also not Transfer Restricted Securities when issued, whether through the Exchange Offer maintenance of an effective Shelf Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidenceor otherwise.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company Issuer of the existence of any fact or the occurrence or happening of any event of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company Issuer with more recently dated Prospectuses Prospectuses, or (ii) deliver to the Company Issuer (at the CompanyIssuer’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time 180-day period regarding referred to in Section 3(c) during which the effectiveness of such Exchange Offer Registration Statement set forth is required (subject to such shorter period referred to in Section 3 3(c)) to be effective and usable or 4 hereof, as applicable, the one year period referred to in Section 4(a) hereof during which the Shelf Registration Statement is required (subject to such shorter period referred to in Section 4(a)) to be effective and usable shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to but not including the Recommencement Date; provided, however, notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise effect the Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidence.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company Issuers with more recently dated Prospectuses Prospectuses, or (ii) deliver to the Company Issuers (at the Company’s Issuers’ expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date; provided, however, notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise effect the Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication from the Company Issuers to the Holder relating to an event giving rise to a Suspension Notice, in confidence.

Restrictions on Holders. Each Holder agrees by Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date” with each such period of time from the Suspension Notice until the Recommencement Date being referred to hereing as a “Blackout Period”). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date; provided. Notwithstanding the provisions of Section 5 hereof, however, notwithstanding anything else in this Agreement to no Liquidated Damages shall accrue during any Blackout Period or during the contrary, nothing shall delay period the Company is seeking a no-action letter or otherwise effect the Consummation Deadline with respect to the Exchange Offer Registration Statement and commencing and Consummating the Exchange Offer as provided in Section 3. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the fact that it has received any Suspension Notice, and any communication other favorable decision from the Company Commission pursuant to the Holder relating to an event giving rise to a Suspension Notice, in confidenceSection 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security or Broker-Dealer Transfer Restricted Securities, as applicable, that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company AP Holdings of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”)hereof, such Holder will forthwith immediately discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(c)(xv) hereof, or (ii) such Holder until it is advised in writing by the Company AP Holdings that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”"Advice"). Each If so directed by AP Holdings, each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company AP Holdings (at the Company’s AP Holdings' expense) all copies, other than permanent file copies, copies then in such Holder’s possession 's possession, of the Prospectus covering such Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities that was current at the time of receipt of either such notice. In the Suspension Notice. The event AP Holdings shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in during the period from and including the date of delivery the giving of such notice pursuant to Section 6(c)(i) or Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the Suspension Notice supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice. AP Holdings may require each Holder of Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities as to which any registration is being effected to furnish to AP Holdings such information regarding such Holder and such Holder's intended method of distribution of the applicable Transfer Restricted Securities as AP Holdings may from time to time reasonably request in writing, but only to the Recommencement Date; providedextent that such information is required in order to comply with the Act. Each such Holder agrees to notify AP Holdings as promptly as practicable of (i) any inaccuracy or change in information previously furnished by such Holder to AP Holdings, howeveror (ii) the occurrence of any event, notwithstanding anything else in this Agreement either case, as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or such Holder's intended method of distribution of the contraryapplicable Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities or omits to state any material fact re- gardxxx xxxh Holder or such Holder's intended method of distribution of the applicable Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities required to be stated therein or necessary to make the statements therein not misleading and promptly to furnish to AP Holdings any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, nothing shall delay or otherwise effect the Consummation Deadline with respect to such Holder or the Exchange Offer Registration Statement and commencing and Consummating distribution of the Exchange Offer as provided in Section 3. Each Holder, by acquisition applicable Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities an untrue statement of a Transfer Restricted Security, further agrees material fact or omit to hold state a material fact required to be stated therein or necessary to make the fact that it has received any Suspension Notice, and any communication from the Company to the Holder relating to an event giving rise to a Suspension Notice, in confidencestatements therein not misleading.