Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due the issuers and the Guarantors are not required to any change in law file an Exchange Offer Registration Statement or applicable interpretations thereof by to consummate the Commission’s staff, Exchange Offer for the Company determines upon advice of its outside counsel that it Initial Securities because the Exchange Offer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereofapplicable law or Commission policy; (ii) for any other reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Issuer or Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Issuers or one of the Issue Date (or if their Affiliates, then, upon such 180th day is not a Business DayHolder’s request, the next succeeding Business DayIssuers and the Guarantors shall (1) or if permitted by law, cause the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Transfer Restricted Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (it being understood that a other than the holding period requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or paragraph (vd)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the case event the Issuers cannot or do not comply with the provisions of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion foregoing clause within 20 Business Days of an unsold allotment the later of (it being understood that (xI) the requirement that an Initial Purchaser deliver a Prospectus containing date of receipt by the information required by Item 507 or 508 Issuer of Regulation S-K under the Act in connection with sales such notice of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; Holder and (yII) the requirement that an Exchanging Dealer deliver an first to occur of the Exchange Offer Prospectus in connection with sales of New Securities acquired in Date and the Registered Exchange Offer in exchange for Securities acquired as Deadline (such later date being a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeableShelf Filing Deadline”), then the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.Issuers and the Guarantors shall

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 210 days after the original issuance of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 270 days after the original issuance of the Issue Date (or if such 210th day is not a Business DaySecurities, the next succeeding Business Day); (iii) any a Holder (including an Initial Purchaser so requests within 45 days Purchaser) of consummation Securities notifies the Company following the completion of the Registered Exchange Offer with respect to that the Securities that held by such Holder are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (iv) any Holder certain Holders (other than an the Initial PurchaserPurchasers) so requests within 45 days of consummation of the Registered Exchange Offer on Securities are prohibited by law or the basis that such Holder was not eligible to participate policy of the Commission from participating in the Registered Exchange Offer or does the Exchange Securities may not receive be freely tradeable New Securities in the Registered Exchange Offer transferable by such Holders other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of Exchange Securities shall not result in the applicable securities such Exchange Securities being not being “freely tradeabletransferable”); , or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f1(d) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities not being not “freely tradeable”; transferable” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus a prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeabletransferable”), then the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due the Issuers and the Guarantors are not required to any change in law file an Exchange Offer Registration Statement or applicable interpretations thereof by to consummate the Commission’s staff, Exchange Offer for the Company determines upon advice of its outside counsel that it Initial Securities because the Exchange Offer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereofapplicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline (unless an Exchange Offer Registration Statement has been filed within 270 days of the Closing Date and has not yet been declared effective by the Commission, other reason than as a result of the fault of any Issuer or Guarantor, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Issuers and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to consummation of the Exchange Offer); or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Issuer or Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Issuers or one of their Affiliates, then, upon such Holder’s written request within 180 days six months of the Issue first to occur of the Exchange Date (or if such 180th day is not a Business Daythe Exchange Deadline, the next succeeding Business DayIssuers and the Guarantors shall (1) or if permitted by law and Commission policy, cause the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Transfer Restricted Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Transfer Restricted Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (it being understood that a other than the holding period requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or paragraph (vd)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the case event the Issuers cannot or do not comply with the provisions of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion foregoing clause within 20 Business Days of an unsold allotment the later of (it being understood that (xI) the requirement that an Initial Purchaser deliver a Prospectus containing date of receipt by the information required by Item 507 or 508 Issuer of Regulation S-K under the Act in connection with sales such notice of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; Holder and (yII) the requirement that an Exchanging Dealer deliver an first to occur of the Exchange Offer Prospectus in connection with sales of New Securities acquired in Date and the Registered Exchange Offer in exchange for Securities acquired as Deadline (such later date being a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeableShelf Filing Deadline”), then the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.Issuers and the Guarantors shall:

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the original issuance of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 days after the original issuance of the Issue Date (or if such 210th day is not a Business DaySecurities, the next succeeding Business Day); (iii) any a Holder (including an Initial Purchaser so requests within 45 days Purchaser) of consummation Securities notifies the Company following the completion of the Registered Exchange Offer with respect to that the Securities that held by such Holder are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (iv) any Holder certain Holders (other than an the Initial PurchaserPurchasers) so requests within 45 days of consummation of the Registered Exchange Offer on Securities are prohibited by law or the basis that such Holder was not eligible to participate policy of the Commission from participating in the Registered Exchange Offer or does the Exchange Securities may not receive be freely tradeable New Securities in the Registered Exchange Offer transferable by such Holders other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of Exchange Securities shall not result in the applicable securities such Exchange Securities being not being “"freely tradeable”transferable"); , or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f1(d) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities not being not “"freely tradeable”; transferable" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus a prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”transferable"), then the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines is not permitted to file the Exchange Offer Registration Statement; (ii) the Company determines, upon advice of its outside counsel counsel, that it is not permitted reasonably practical, to effect the Registered Exchange Offer as contemplated by Section 2 hereof; herein, including scenarios that the Company could incur special interest as discussed in Section 4 herein (iiiii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of from the Issue Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)period referenced in Section 2(c)(ii) herein; (iiiiv) any the Initial Purchaser so requests within 45 days determines upon advice of consummation its counsel that a Shelf Registration Statement must be filed in connection with any public offering or sale of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it them following consummation of the Registered Exchange Offer; or (ivv) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser a participating Broker-Dealer deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under prospectus contained in the Act Exchange Offer Registration Statement in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however, that the Company shall have the right to defer the filing of the Shelf Registration Statement (or suspend sales under the Shelf Registration Statement or defer the updating of the Shelf Registration Statement and suspend sales thereunder) for a period of not more than sixty (60) consecutive days (and, in the aggregate, not more than ninety (90) days) per any one year period, if it determines that it would be materially detrimental to the Company to file such Shelf Registration Statement or continue sales under such Shelf Registration Statement and conclude, as a result, that it is in the Company’s best interests and the best interests of its stockholders to defer the filing of such Registration Statement or suspend such sales under such Shelf Registration Statement at such time (collectively referred to as the “Shelf Registration Statement Deferral and Suspension Periods” and, together with the Exchange Offer Registration Statement Deferral and Suspension Periods, the “Deferral and Suspension Periods”).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, date of original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, date of original issuance of the next succeeding Business Day)Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due the Issuer and the Guarantors are not required to any change in law file an Exchange Offer Registration Statement or applicable interpretations thereof by to consummate the Commission’s staff, Exchange Offer for the Company determines upon advice of its outside counsel that it Initial Securities because the Exchange Offer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereofapplicable law or Commission policy; (ii) for any other reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Issuer or Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Issuer or one of the Issue Date (or if its Affiliates, then, upon such 180th day is not a Business DayHolder’s request, the next succeeding Business DayIssuer and the Guarantors shall (1) or if permitted by law, cause the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Transfer Restricted Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (it being understood that a other than the holding period requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or paragraph (vd)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the case of any Initial Purchaser that participates in event the Registered Exchange Offer Issuer cannot or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion comply with the provisions of an unsold allotment the foregoing clause within 20 Business Days of the later of (it being understood that (xI) the requirement that an Initial Purchaser deliver a Prospectus containing date of receipt by the information required by Item 507 or 508 Issuer of Regulation S-K under the Act in connection with sales such notice of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; Holder and (yII) the requirement that an Exchanging Dealer deliver an first to occur of the Exchange Offer Prospectus in connection with sales of New Securities acquired in Date and the Registered Exchange Offer in exchange for Securities acquired as Deadline (such later date being a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeableShelf Filing Deadline”), then the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.Issuer and the Guarantors shall

Shelf Registration. (a) If (i) due the issuers and the Guarantors are not required to any change in law file an Exchange Offer Registration Statement or applicable interpretations thereof by to consummate the Commission’s staff, Exchange Offer for the Company determines upon advice of its outside counsel that it Initial Securities because the Exchange Offer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereofapplicable law or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline (unless an Exchange Offer Registration Statement has been filed within 270 days of the Closing Date and has not yet been declared effective by the Commission, other reason than as a result of the fault of any Issuer or Guarantor, and as a result of Commission review of data or information included or incorporated by reference in such Registration Statement that would also be included or incorporated in a Shelf Registration Statement, the Issuers and Guarantors reasonably believe that a Shelf Registration Statement would not become effective prior to consummation of the Exchange Offer); or (iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Issuer or Guarantors (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Issuers or one of their Affiliates, then, upon such Holder’s written request within 180 days six months of the Issue first to occur of the Exchange Date (or if such 180th day is not a Business Daythe Exchange Deadline, the next succeeding Business DayIssuers and the Guarantors shall (1) or if permitted by law and Commission policy, cause the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Transfer Restricted Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (it being understood that a other than the holding period requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or paragraph (vd)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the case event the Issuers cannot or do not comply with the provisions of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion foregoing clause within 20 Business Days of an unsold allotment the later of (it being understood that (xI) the requirement that an Initial Purchaser deliver a Prospectus containing date of receipt by the information required by Item 507 or 508 Issuer of Regulation S-K such notice of such Holder if applicable under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; (iii) and (yII) the requirement that an Exchanging Dealer deliver an first to occur of the Exchange Offer Prospectus in connection with sales of New Securities acquired in Date if applicable under (iii) and the Registered Exchange Offer in exchange for Securities acquired as Deadline (such later date being a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeableShelf Filing Deadline”), then the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.Issuers and the Guarantors shall:

Shelf Registration. (a) If Subject to Section 6(c)(i), if (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted to effect by applicable federal law or Commission policy (after the Registered Exchange Offer as contemplated by procedures set forth in Section 2 hereof; 6(a) hereof have been complied with), (ii) for any other reason the Exchange Offer Registration Statement is not declared effective Consummated within 180 365 days of after the Issue Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th 365th day is not a Business Day, the next succeeding Business Day); , or (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company prior to the 10th Business Day following Consummation of the Exchange Offer that (A) such Holder, alone or together with Holders who hold in the aggregate at least $1.0 million in principal amount of Transfer Restricted Securities, was prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that are the Prospectus contained in the Exchange Offer Registration Statement is not eligible appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request prior to the 10th Business Day following Consummation of the Exchange Offer, the Company and the Guarantors shall, subject to the Suspension Rights set forth in Section 6(c)(i) below, use commercially reasonable efforts to: (i) cause to be exchanged for New filed a shelf registration statement pursuant to Rule 415 under the Securities in Act, which may be an amendment to the Registered Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”); and that are held (ii) cause such Shelf Registration Statement to be declared effective by it following consummation of the Registered Exchange Offer; Commission not later than 365 days after the Closing Date (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of or if such 365th day is not a Business Day, the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate next succeeding Business Day). Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it being understood is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a requirement to deliver period of at least two years following the Closing Date, or one year following its effectiveness if such Shelf Registration Statement is filed at the request of a Prospectus Holder or Holders, (in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities each case, as such time may be extended pursuant to Section 2(f6(d) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement in accordance with subsection (b) belowhave been sold pursuant thereto or when all Initial Securities cease to be Transfer Restricted Securities.

Shelf Registration. (a) A. If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of by the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Effectiveness Deadline or the Registered Exchange Offer is not consummated within 210 days of by the Issue Date (or if such 210th day is not a Business DayConsummation Deadline, the next succeeding Business Day); (iii) any an Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f2(F) hereof, such Initial Purchaser does not receive freely tradeable New tradable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “freely tradeabletradable”; and , (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeable”tradable” and (z) for the purposes of determining whether any Exchange Securities are “freely tradable,” the holding period required by paragraph (d) of Rule 144 shall be deemed to be one year), then the Company Issuer and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection Section 3(B) hereof; provided, that the Issuer and the Guarantors shall not be required to effect a Shelf Registration pursuant to clause (bii) above if prior to the corresponding Shelf Filing Deadline (as defined below) the Registered Exchange Offer has been consummated.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company Issuer determines upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 365 days of after the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it them following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer (or does may not receive freely tradeable resell the New Securities to be acquired by it in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of to the Company (it being understood that public without delivering a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result prospectus and the prospectus contained in the applicable securities Exchange Offer Registration Statement is not being “freely tradeable”appropriate or available for such resales by such Holder); or (v) in the case of any the Initial Purchaser Purchasers that participates participate in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser does not receive freely tradeable tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; tradable;” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeabletradable”), the Company Issuer shall effect file and use its commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below; provided, however, that, unless consented to by the Issuer, no requirement for the Issuer to file or to cause to become and keep effective a Shelf Registration Statement shall arise with respect to any Securities held by the Sponsors (as defined in the Indenture).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 90 days after the date of filing of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Exchange Offer Registration Statement or the Registered Exchange Offer is not consummated within 210 120 days of after the Issue Date (or if such 210th day Exchange Offer Registration Statement is not a Business Day, the next succeeding Business Day)filed; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”"), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection Section (b) belowhereof.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines and the Parent Guarantor determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated completed within 210 45 days of following the Issue Date (or if such 210th day is not a Business Day, date the next succeeding Business Day)Exchange Offer Registration Statement becomes effective; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer (a “Shelf Request”) with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Freely Tradable Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”Freely Tradeable Securities; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Parent Guarantor shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines and Parent Guarantor determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated completed within 210 45 days of following the Issue Date (or if such 210th day is not a Business Day, date the next succeeding Business Day)Exchange Offer Registration Statement becomes effective; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer (a “Shelf Request”) with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Freely Tradable Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”Freely Tradeable Securities; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and Parent Guarantor shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company Issuer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of by the Issue 210th day after the Closing Date (or or, if such 180th the 210th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter) or the Registered Exchange Offer is not consummated within 210 days of by the Issue 270th day after the Closing Date (or or, if such 210th the 270th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter); , (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Notes (or Private Exchange Offer and that are Notes) held by it following consummation of the Registered Exchange Offer; , (iv) any Holder (other than an Initial PurchaserExchanging Dealer) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) or, in the case of any Holder (other than an Exchanging Dealer) or Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereofOffer, such Holder or Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities the exchanged Notes (in the case of an Initial Purchaser constituting any portion of an unsold allotment allotment) (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act prospectus in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities the Notes acquired as a result of market-making activities or other trading activities activities, shall not result in such New Securities Exchange Notes not being not “freely tradeable”)” for purposes of this Section 2) or (v) if the Issuer so elects, the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel and the Guarantors shall reasonably determine that it is they are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, by the next succeeding first Business Day); Day thereafter) of the Issue Date, (iii) the Initial Purchasers so request with respect to Notes acquired by it directly from the Company and the Guarantors, which have not been resold on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Initial Purchaser so requests within 45 days of consummation Holder notifies the Company and the Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Company Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it being understood has not exchanged and that a requirement to deliver a Prospectus in connection with market-making activities it acquired directly from the Company, one of its Affiliates or other trading shall not result in the applicable securities not being “freely tradeable”); Guarantors, or (v) in the case of any where the Initial Purchaser that participates Purchasers participate in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does Purchasers do not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchasers notify the Company and the Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; tradable” and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeabletradable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date; (iii) any Initial Purchaser so requests Holder notifies the Company within 45 days of consummation 20 Business Days after the commencement of the Registered Exchange Offer with respect that (A) due to a change in law or Commission policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy it may not resell the New Securities that are not eligible to be exchanged for New Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that are held the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it following consummation is a broker-dealer and owns Registrable Securities acquired directly from the Company or an affiliate of the Registered Exchange OfferCompany; or (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation in the case of the Registered Exchange Offer on the basis Initial Purchasers that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires acquire New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; ;” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect Issuer and the Guarantors shall, as promptly as practicable file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement covering resales of the Notes in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 120 days of the Issue Date (or if such 180th day is not a Business Day, date of original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 150 days of the Issue Date (or if such 210th day is not a Business Day, date of original issuance of the next succeeding Business Day)Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “"freely tradeable”"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days following the date of the Issue Date (or if such 180th day is not a Business Day, original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 45 days following the date that is 180 days following the date of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)original issuance; (iii) any the Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “freely tradeable”); or (v) in the case of any the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; ;” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), ) the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, date of original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 240 days of the Issue Date (or if such 210th day is not a Business Day, date of original issuance of the next succeeding Business Day)Securities; (iii) any Initial Purchaser so requests within 45 days of 20 Business Days following consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was who is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in so requests within 20 Business Days following consummation of the applicable securities not being “freely tradeable”)Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment and so requests within 20 Business Days following consummation of the Registered Exchange Offer and (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 210 days after the original issuance of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 240 days after the original issuance of the Issue Date (or if such 210th day is not a Business DaySecurities, the next succeeding Business Day); (iii) any a Holder (including an Initial Purchaser so requests within 45 days Purchaser) of consummation Securities notifies the Company following the completion of the Registered Exchange Offer with respect to that the Securities that held by such Holder are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (iv) any Holder certain Holders (other than an the Initial PurchaserPurchasers) so requests within 45 days of consummation of the Registered Exchange Offer on Securities are prohibited by law or the basis that such Holder was not eligible to participate policy of the Commission from participating in the Registered Exchange Offer or does the Exchange Securities may not receive be freely tradeable New Securities in the Registered Exchange Offer transferable by such Holders other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of Exchange Securities shall not result in the applicable securities such Exchange Securities being not being “freely tradeabletransferable”); , or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f1(d) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities not being not “freely tradeable”; transferable” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus a prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeabletransferable”), then the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If If: (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company Issuer determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer as contemplated by Section 2 1 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of by the Issue 150th day after the respective Notice Date (or if such 210th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter and as extended by any Delay Period (defined below); ), (iii) any Initial the Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities if it so determines that are any Holder is not eligible to be exchanged for New Securities participate in the Registered Exchange Offer and that are held by it following consummation of the any Registered Exchange Offer; (iv) the Purchaser so requests with respect to Certificates not eligible to be exchanged for Exchange Certificates in a Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the that participates in a Registered Exchange Offer on the basis that such Holder was does not eligible to participate in the Registered Exchange Offer or does will not receive freely tradeable New Securities transferable Exchange Certificates in exchange for tendered Certificates (including as a result of the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement required under applicable law to deliver a Prospectus prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or any resale of Exchange Certificates) (v) in the case of clause (iii), (iv) or (v), the Purchaser may make the determination or request at any Initial Purchaser that participates time after the date first written above and prior to the expiration of the Shelf Registration Period and shall communicate such determination or request to the Issuer in writing for the respective Registered Exchange Offer or acquires New Securities pursuant and, in connection therewith, if such notice is given prior to the consummation of the respective Registered Exchange Offer, the Purchaser may request that the Issuer and the Class C Trustee cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trustee's obligations under Section 1, as well as any liabilities of the Issuer under Section 3 related to Section 2(f) hereof1, shall terminate with respect to such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment Registered Exchange Offer); (it being understood that (xvi) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act holds Private Exchange Certificates received in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”a Registered Exchange Offer; and or (yvii) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)Issuer so elects, the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 by April 22, 2016 (such date being 360 days of after the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Daydate hereof) or the Registered Exchange Offer is not consummated within 210 on or prior to the later of (x) May 22, 2016 (such date being 390 days after the date hereof) and (y) 30 business days following the initial effectiveness date of the Issue Date (Exchange Offer Registration Statement, or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company Issuer and Parent within the meaning of the Securities Act (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If an Exchange Offer Registration Statement with respect to either Class of Securities is required to be filed and declared effective pursuant to Section 2(a) above, and (i) due to any change in law or applicable currently prevailing interpretations thereof by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the a Registered Exchange Offer with respect to such Class of Securities as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer with respect to such Class of Securities is not consummated within 210 300 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)date hereof; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities of either Class that are not eligible to be exchanged for New Securities of such Class in the applicable Registered Exchange Offer and that are held by it following consummation of the such Registered Exchange Offer; or (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the a Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such which Initial Purchaser does not receive freely tradeable Freely Tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser must deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”Freely Tradable; and (y) the requirement that an Exchanging Dealer must deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the a Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”Freely Tradable), the Company Issuers shall effect a Shelf Registration Statement with respect to such Class in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in applicable law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 3 hereof (after the Company has complied with the procedures set forth in Section 6(a)(i) hereof); (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days following the date of the Issue Date (or if such 180th day is not a Business Day, original issuance of the next succeeding Business Day) Notes or the Registered Exchange Offer is not consummated within 210 days following the date of the Issue Date (or if such 210th day is not a Business Day, original issuance of the next succeeding Business Day)Notes; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities Notes that are not eligible to be exchanged for New Securities Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was Transfer Restricted Securities is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities Exchange Notes in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a the Prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of Exchange Notes shall not result in the applicable securities such Exchange Notes being not being “"freely tradeable”"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant Exchange Notes from the Company as a result of its determination that it is not eligible to Section 2(f) hereofparticipate in the Exchange Offer with respect to any unsold Notes, such Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”"; and (y) the requirement that an Exchanging a participating Broker-Dealer deliver an Exchange Offer delivers a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, any of the Company Issuer or the Guarantors determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Registered Exchange Offer is not Consummated within 30 Business Days from the date the Exchange Offer Registration Statement is not declared becomes effective within 180 days of the Issue Date (or or, if such 180th 30th day is not a Business Day, by the next succeeding first Business Day) Day thereafter), or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any the Initial Purchaser so requests within 45 days with respect to Registrable Notes held by it as a result of consummation the purchase of such Registrable Note directly from the Issuer and the Guarantors following Consummation of the Registered Exchange Offer with respect to Securities that are and the Initial Purchaser is not eligible to be exchanged for New Securities in receive Exchange Notes pursuant to the Registered Exchange Offer and that are held by it following consummation in respect of the Registered Exchange Offer; such Registrable Securities, or (iv) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not the Exchange Notes such Holder would receive freely tradeable New Securities in the Registered Exchange Offer other than could only be reoffered and resold by reason of such Holder being an Affiliate upon compliance with the registration and prospectus delivery requirements of the Company (it being understood that a requirement to deliver a Act and the delivery of the Prospectus in connection with market-making activities or other trading shall not result contained in the applicable securities Exchange Offer Registration Statement, as appropriately amended, is not being “freely tradeable”); a legally available alternative, or (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Registrable Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days following the date of the Issue Date (or if such 180th day is not a Business Day, original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 45 days following the date that is 180 days following the date of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)original issuance; (iii) any the Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “"freely tradeable”"); or (v) in the case of any the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; ;" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”), ") the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 150 days following the date of the Issue Date (or if such 180th day is not a Business Day, original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 180 days following the date of the Issue Date (or if such 210th day is not a Business Day, original issuance of the next succeeding Business Day)Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “"freely tradeable”"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; ;" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”), ") the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission under the Act within 180 days of the Issue Date (or if such 180th day is not a Business Day, date of the next succeeding Business Day) original issuance of the Securities or the Registered Exchange Offer is not consummated within 210 days 45 Business Days of the Issue Date (or if such 210th day is not a Business Day, date of the next succeeding Business Day)effectiveness of the Exchange Offer Registration Statement; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, or in the case of any Holder that participates in the Registered Exchange Offer, does not receive freely tradeable tradable New Securities in the Registered Exchange Offer Offer, other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “"freely tradeable”tradable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s Commission or its staff, the Company determines and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Day, date of the next succeeding Business Day)effectiveness of the Exchange Offer Registration Statement; (iii) any Initial Purchaser so requests within 45 days of prior to the 20th day following consummation of the Registered Exchange Offer (A) the Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , or (ivB) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer (other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”Company); or (viv) in if the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such and the Initial Purchaser does not receive freely tradeable tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “freely tradeable”; ” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”); or (v) the Initial Purchaser notifies the Company in writing pursuant to Section 2(f) hereof that it continues to hold all of the Securities sold in the Initial Placement, the Company and the Guarantors shall effect at their cost a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. Subject to satisfaction of the conditions set forth in Section 2(c), if, at any time during the Demand Registration Period, the Company receives a written notice (athe “Shelf Notice”, and the date of Company’s receipt of the Demand Notice, “Shelf Notice Date”) If from any of the Holders, the Company will (i) due prepare and file, within thirty (30) days of the Shelf Notice Date (so long as the Demand Registration Conditions have been satisfied as of such filing date and, if not satisfied, on the first business day following the satisfaction of such conditions), with the Commission a Registration Statement covering the resale from time to any change in law or applicable interpretations thereof time of all Registrable Securities then beneficially owned by such Holder(s) for a secondary offering to be made on a continuous basis pursuant to Rule 415; and (ii) notify, at such time, the Commission’s staffother Holders of such Shelf Notice and, upon the request of each other Holder given within ten (10) days of the Shelf Notice Date, the Company determines upon advice shall (so long as the Demand Registration Conditions have been satisfied as of its outside counsel such filing date and, if not satisfied, on the first business day following the satisfaction of such conditions) cause to be registered all of the Registrable Securities that it each such Holder has requested to be included in such registration. The Registration Statement will be on either Form F-3 or S-3 (except if the Company is not permitted then eligible to effect register for resale the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) Registrable Securities on either such form, in which case such registration will be on Form F-1 or S-1, and if for any other reason the Exchange Offer Company is not then eligible to register for resale the Registrable Securities on Form F-1 or S-1, then another appropriate form for such purpose) and will contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a “Plan of Distribution” section, substantially in the form attached hereto as Annex A, as the same may be amended in accordance with the provisions of this Agreement. The Company will use its reasonable best efforts to cause the Registration Statement is not to be declared effective within 180 days of under the Issue Date Securities Act as soon as possible but, in any event, no later than the Effectiveness Deadline, and will use its reasonable best efforts to keep the Registration Statement (or if a Subsequent Shelf) continuously effective under the Securities Act from the date of effectiveness of such 180th day is not a Business Day, Registration Statement until such date when all Registrable Securities covered by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible Registration Statement cease to be exchanged for New Registrable Securities in as determined by the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible counsel to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the “Effectiveness Period”). For purposes of this Agreement, “Demand Registration Conditions” means (A) as of the applicable Shelf Notice Date, the Common Shares are listed on a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result Trading Market in the applicable securities not being “freely tradeable”)United States; and (B) on or prior to the Shelf Notice Date, the Company shall have received (vor caused to be prepared) in audited financial statements of Success TMS to the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, extent such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information audited financial statements are required by Item 507 or 508 applicable U.S. securities laws, rules and regulations (including, but not limited to, Rule 3-05 of Regulation S-K X under the Act in connection with sales Securities Act) for the filing of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf applicable Registration Statement in accordance with subsection (b) belowStatement.

Shelf Registration. (ab) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 330 days of the Issue Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 365 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)date hereof; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”) and the Company receives reasonable advance notice that it will be required to file a Shelf Registration Statement pursuant to this clause (a)(v), the Company shall use its reasonable best efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Daydate the Exchange Offer Registration Statement has become effective, the next succeeding Business Day); (iii) any an Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held Notes acquired by it directly from the Company (including, without limitation, pursuant to Section 2(g)) which have not been resold on or prior to the 20th Business Day following consummation the Consummation of the Registered Exchange Offer; , (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation notifies the Company on or prior to the 20th Business 6 -108- Day following the Consummation of the Registered registered Exchange Offer on the basis that (A) such Holder was is not eligible to participate in the Registered Exchange Offer Offer, in such Holder is not an Affiliate of the Company, (B) the Exchange Notes such Holder would receive would not be freely tradable, or does (C) such Holder is a Participating Broker-Dealer that cannot receive freely tradeable New Securities publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Company Registered Exchange Offer, (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the following provisions shall apply: (b) The Company shall effect use best efforts to prepare and file with the Commission a Shelf Registration Statement prior to the 120th day following the earliest to occur of (i) the date on which the Company determines that it is not permitted to file the Exchange Offer Registration Statement or to Consummate the Exchange Offer; (ii) 30 Business Days after the Exchange Offer registration Statement has been declared effective if the Registered Exchange Offer has not been Consummated by such date and (iii) the date notice is given pursuant to Section (a)(iii), (iv) or (v) above (or if such 120th day is not a Business Day, by the first Business Day thereafter) and shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within 180 days thereafter. With respect to Exchange Notes received by any of the Initial Purchasers in accordance with subsection exchange for Notes constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (b) belowwith respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (c) The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective (subject to Section 3(d)) in order to permit the Prospectus forming a part thereof to be usable by Holders until the earliest of (i) such time as the Notes or Exchange Notes covered by the Shelf Registration Statement can be sold without any limitations under clauses (c), (e), (f) or (h) of Rule 144, (ii) two years from the date on which the Shelf Registration Statement was filed exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement or during which the Company has suspended the use of the Prospectus contained therein pursuant to Section 3(d) and (iii) such date as of which all the Transfer Restricted Notes have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). 7 -109- (d) The Company may suspend the use of the Prospectus for up to three periods not to exceed 90 days in any twelve-month period for valid business reasons, to be determined by the Company in its reasonable judgment (not including avoidance of its obligations hereunder), including, without limitation, pending acquisitions or divestitures of assets, mergers and combinations and similar events; provided that (i) the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable; (ii)the period during that the Registration Statement is required to be effective and usable shall be extended by the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions; and (iii)the Liquidated Damages shall accrue on the Notes as provided in Section 4 hereof. (e) No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Notes shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder of Transfer Restricted Notes as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. 4.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Dayby October 10, the next succeeding Business Day) 2006 or the Registered Exchange Offer is not consummated within 210 30 business days following the initial effectiveness date of the Issue Date (Exchange Offer Registration Statement , or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are Original Floating Rate Notes (or any New Floating Rate Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Floating Rate Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Floating Rate Notes, or (iv) any Holder (other than an Initial a Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable New Securities Floating Rate Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company Issuer and Parent within the meaning of the Securities Act (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Floating Rate Notes acquired in exchange for such Securities Original Floating Rate Notes shall result in such New Securities Floating Rate Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Floating Rate Notes acquired in the Registered Exchange Offer in exchange for Securities Original Floating Rate Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Floating Rate Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law law, Commission policy or applicable interpretations thereof or either of the foregoing by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated completed within 210 360 days of after the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Date; (iii) any Initial Purchaser so requests within 45 days of prior to the 20th day following the consummation of the Registered Exchange Offer (x) the Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (ivy) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of notifies the Registered Exchange Offer on the basis Notes Issuers that such Holder it is not or was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (vz) in the case of any the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f) hereof, such the Initial Purchaser does notifies the Notes Issuers that it will not or did not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (xA) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “freely tradeable”; and (yB) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeable”), the Company shall Issuers shall, effect a Shelf Registration Statement in accordance with subsection (bSection 3(b) belowhereof.

Shelf Registration. (a) If (i) due to any change the Company is advised in law or applicable interpretations thereof writing by the Commission’s staff, staff of the Company determines upon advice of its outside counsel SEC that it is not permitted to effect consummate the Registered Exchange Offer as contemplated because the Exchange Offer is not permitted by Section 2 hereof; applicable law or SEC policy or (ii) for the Company has not consummated the Exchange Offer within 180 days of the date of this Agreement or (iii) any other reason Holder notifies the Company within 135 days after the date of this Agreement that (A) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (B) due to a change in law or policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not declared effective appropriate or available for such resales by such Holder or (C) it is a broker-dealer that owns Notes (including the Purchaser who hold Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company or an Affiliate of the Company or (iv) any holder of Private Exchange Notes so requests within 135 days after the consummation of the Private Exchange (each such event referred to in clauses (i) through (iv), a "Shelf Filing Event"), the Company shall cause to be filed with the SEC pursuant to Rule 415 a shelf registration statement (the "Shelf Registration Statement") prior to the later of (a) 180 days after the date of this Agreement or (b) 30 days after the occurrence of such Shelf Filing Event, relating to all such Transfer Restricted Notes (the "Shelf Registration") the Holders of which have provided the information required pursuant to Section 3(b) hereof; PROVIDED that if the Company has not consummated the Exchange Offer within 180 days of the Issue Date (date of this Agreement, then the Company will file the Shelf Registration Statement on or if prior to the 181st day after the date of this Agreement, and shall use its best efforts to have such 180th day Registration Statement declared effective by the SEC as promptly as practicable, but in no event later than on or prior to 60 days after such Shelf Registration Statement is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible required to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that filed. In such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)circumstances, the Company shall effect a use its best efforts to keep the Shelf Registration Statement in accordance continuously effective under the Securities Act, until (A) 12 months following the date of this Agreement (subject to extension pursuant to the last paragraph of Section 5 hereof) or (B) if sooner, the date immediately following the date that all Transfer Restricted Notes covered by the Shelf Registration have been sold pursuant thereto (the "Effectiveness Period"); PROVIDED that the Effectiveness Period shall be extended to the extent required to permit dealers to comply with subsection (b) belowthe applicable prospectus delivery requirements of Rule 174 and as otherwise provided herein.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect ------------------ file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Daydate the Exchange Offer Registration Statement has become effective, the next succeeding Business Day); (iii) any an Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held Notes acquired by it directly from the Issuers on or prior to the 20th Business Day following consummation the Consummation of the Registered Exchange Offer; , (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation notifies the Issuers on or prior to the 20th Business Day following the Consummation of the Registered registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of Notes such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall would receive would not result in the applicable securities not being “be freely tradeable”); tradable, or (v) in the case of any where an Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and such Initial Purchaser notifies the Issuers on or prior to the 20th Business day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-market- making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to because of any change in law or applicable ------------------ interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 150 days of after the Issue Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 180 days of after the Issue Date (Closing Date, or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) if any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in the a Registered Exchange Offer and or, in the case of any Initial Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Initial Purchaser does not receive freely tradeable New Securities, or (iv) if any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or such Holder does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), or (v) any applicable law or interpretations do not permit any Holder of Securities to participate in the Registered Exchange Offer, or (vi) the Company so elects, the following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission under the Act within 180 360 days of the Issue Date (or if such 180th day is not a Business Day, date of the next succeeding Business Day) sale of the Securities or the Registered Exchange Offer is not consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Day, date of the next succeeding Business Day)effectiveness of the Exchange Offer Registration Statement; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable tradable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “"freely tradeable”tradable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) notwithstanding the efforts contemplated in Section 2(g), due to any change in applicable law or applicable interpretations thereof by the Commission’s staffStaff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 225 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)date hereof; (iii) any Initial Purchaser so requests requests, within 45 days of consummation of the Registered Exchange Offer 90-day period specified in Section 2(f) above, with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation Purchaser or an Affiliate of the Registered Exchange Offer on the basis that such Holder was Company) is not eligible to participate in the Registered Exchange Offer because of any applicable laws or does not receive freely tradeable New Securities in interpretations thereof by the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Staff; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”tradable"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. In the case of clause (ii) of this Section 3(a), if the Registered Exchange Offer is consummated, the Company may terminate any Shelf Registration Statement then in effect, without penalty, at any time.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 270 days of the Issue Date (or if such 210th day is not a Business Day, date of original issuance of the next succeeding Business Day)Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Participating Broker-Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 120 days of after the Issue Date (or if such 210th day is not a Business DayFiling Deadline, the next succeeding Business Day); (iii) any a Holder (including an Initial Purchaser so requests within 45 days Purchaser) of consummation Securities notifies the Company following the completion of the Registered Exchange Offer with respect to that the Securities that held by such Holder are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (iv) any Holder certain Holders (other than an the Initial PurchaserPurchasers) so requests within 45 days of consummation of the Registered Exchange Offer on Securities are prohibited by law or the basis that such Holder was not eligible to participate policy of the Commission from participating in the Registered Exchange Offer or does the Exchange Securities may not receive be freely tradeable New Securities in the Registered Exchange Offer transferable by such Holders other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of Exchange Securities shall not result in the applicable securities such Exchange Securities being not being “freely tradeabletransferable”); , or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f1(d) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities not being not “freely tradeable”; transferable” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus a prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeabletransferable”), then the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 150 days of the Issue Date (or if such 180th day is not a Business Day, date of original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 180 days of the Issue Date (or if such 210th day is not a Business Day, date of original issuance of the next succeeding Business Day)Securities; (iii) based on its reasonable opinion, any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer, such request to be in writing and delivered to the Company; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or participates in the Registered Exchange Offer but does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Subsidiary Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 2(a) above, and (A): (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective consummated within 180 days 45 Business Days (or such longer period as required by applicable law) of the Issue Effectiveness Target Date (or or, if such 180th day 45th Business Day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer Registration Statement is not consummated declared effective within 210 240 days of the Issue Date (or if such 210th 240th day is not a Business Day, the next succeeding Business Day); or (iiiB) any Initial Purchaser so requests within 45 days Holder of Transfer Restricted Securities notifies the Company prior to the 20th day following the consummation of the any Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities that: (i) it is prohibited by law or policy of the Commission from participating in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivii) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of it may not resell the Registered Exchange Offer on the basis that such Holder was not eligible to participate New Securities acquired by it in the Registered Exchange Offer or does not receive freely tradeable New Securities to the public without delivering a prospectus and the prospectus contained in the Registered Exchange Offer other than by reason of is not appropriate or available for such Holder being resales or (iii) that it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)Company, the Company shall effect a Shelf Registration Statement in accordance with subsection (b) belowbelow provided that, if the Commission amends Rule 144 to permit non-Affiliates to resell freely Notes acquired in the Initial Placement (after taking into account any hedging activity that may have occurred, if applicable under the amended Rule) after a period shorter than 240 days from the Issue Date, then no Shelf Registration Statement shall be required to be filed or declared effective.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 days of consummated on or prior to the Issue Date Consummation Deadline (or if such 180th day is not a Business Day, the next succeeding first Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business DayDay thereafter); (iii) any Initial Purchaser so requests within 45 days of in writing prior to the 20th day following the consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of notifies the Issuers in writing prior to the 20th day following the consummation of the Registered Exchange Offer on the basis that such Holder was it is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)an Issuer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f) hereof, prior to the 20th day following the consummation of the Registered Exchange Offer such Initial Purchaser does notifies the Issuer in writing that it did not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeable”) or (vi) the Issuers so elect (it being understood that such election shall not relieve the Issuers from their obligations under Section 2 hereof), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however that the Issuers shall only be required to register Securities under the Shelf Registration Statement for persons who have identified themselves to the Issuers as Holders thereof.

Shelf Registration. (a) If If: (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company Issuer determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer as contemplated by Section 2 1 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of by the Issue 150th day after the respective Notice Date (or if such 210th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter and as extended by any Delay Period (defined below); ), (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities if it so determines that are any Holder is not eligible to be exchanged for New Securities participate in the Registered Exchange Offer and that are held by it following consummation of the any Registered Exchange Offer; (iv) Purchaser so requests with respect to Certificates not eligible to be exchanged for Exchange Certificates in a Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the that participates in a Registered Exchange Offer on the basis that such Holder was does not eligible to participate in the Registered Exchange Offer or does will not receive freely tradeable New Securities transferable Exchange Certificates in exchange for tendered Certificates (including as a result of the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement required under applicable law to deliver a Prospectus prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or any resale of Exchange Certificates) (v) in the case of clause (iii), (iv) or (v), the Purchaser may make the determination or request at any Initial Purchaser that participates time after the date first written above and prior to the expiration of the Shelf Registration Period and shall communicate such determination or request to the Issuer in writing for the respective Registered Exchange Offer or acquires New Securities pursuant and, in connection therewith, if such notice is given prior to the consummation of the respective Registered Exchange Offer, the Purchaser may request that the Issuer and the Class C Trustee cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trustee's obligations under Section 1, as well as any liabilities of the Issuer under Section 3 related to Section 2(f) hereof1, shall terminate with respect to such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment Registered Exchange Offer); (it being understood that (xvi) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act holds Private Exchange Certificates received in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the a Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities Offer; or other trading activities shall not result in such New Securities being not “freely tradeable”)(vii) if the Issuer so elects, the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not (A) required to file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; applicable law or Commission policy or (ii) for any other reason Holder represents to the Company prior to the 20th day following Consummation of the Exchange Offer that (A) such Holder is prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not declared appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or any of its Affiliates, then the Company, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall (x) use its commercially reasonable efforts to file a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), covering the resale of all Transfer Restricted Securities, and cause such Shelf Registration Statement to become effective within no later than 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day), after the earlier of (i) or the Registered date as of which the Company determines that the Exchange Offer is Registration Statement will not consummated within 210 days be or cannot be, as the case may be, filed as a result of clause (a)(i) above and (ii) the Issue Date date on which the Company receives the notice specified in clause (a)(ii) above, or if such 210th 180th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of , being referred to herein as the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeableShelf Effectiveness Deadline”); or (v) in . Notwithstanding the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)foregoing, the Company shall effect under no circumstances be obligated to file a Shelf Registration Statement for the benefit of Holders who would have received freely transferable Exchange Notes pursuant to the Exchange Offer had they not (A) failed to duly tender their Initial Notes for exchange pursuant to the Exchange Offer, or otherwise failed to comply with the requirements of the Exchange Offer as provided in Section 3 hereof or (B) failed to furnish to the Company such information as the Company may request in accordance with subsection Section 4(b) in connection with a Shelf Registration Statement If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (bi.e., clause (a)(i)(B) belowabove), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Shelf Effectiveness Deadline. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least one year (as extended pursuant to Section 6(c)(i) or 6(d)) following the Settlement Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto or are no longer Transfer Restricted Securities.

Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect Exchange Securities received by Holders in the Registered Exchange Offer as contemplated are not or would not be, upon receipt, transferable by Section 2 hereof; each such Holder without restriction under the Securities Act, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of by the 300th day after the Issue Date (or if such 210th the 300th day is not a Business Daybusiness day, the next succeeding Business Dayfirst business day thereafter); , (iii) any Initial Purchaser so requests within 45 10 business days of following the consummation of the Registered Exchange Offer with respect to Initial Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer (or Private Exchange Securities) and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder (other than an Initial PurchaserExchanging Dealer) so requests notifies the Company within 45 10 business days of following consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does such Holder may not receive freely tradeable New resell the Exchange Securities acquired by it in the Registered Exchange Offer other than to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by reason of such Holder, or such Holder being is a broker-dealer and holds Initial Securities that are part of an Affiliate unsold allotment from the original sale of the Initial Securities, the Company and the Guarantors shall take the following actions (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result the date on which any of the conditions described in the applicable securities not being “freely tradeable”); or foregoing clauses (vi) through (iv) occur, which date in the case of any Initial Purchaser that participates in clause (iii) or (iv) shall be the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), date on which the Company shall effect receives the required notice, being a Shelf Registration Statement in accordance with subsection (b) below.“Trigger Date”):

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission under the Act within 180 days of the Issue Triggering Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Day, date of the next succeeding Business Day)effectiveness of the Exchange Offer Registration Statement; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities Notes that are not eligible to be exchanged for New Securities Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaserthe Purchasers) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable tradable New Securities Notes in the Registered Exchange Offer Offer, other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Notes shall not result in the applicable securities such New Notes being not being “"freely tradeable”); tradable") or (v) in if the case of any Initial Purchaser that participates Purchasers participate in the Registered Exchange Offer or acquires acquire New Securities Notes pursuant to Section 2(f) hereof, such Initial and a Purchaser does not receive freely tradeable New Securities Notes in exchange for Securities Notes constituting any portion of an unsold allotment allotment, other than because such Purchaser is an Affiliate of the Company (it being understood that (x) the requirement that an Initial the Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities Notes acquired in exchange for such Securities Notes shall not result in such New Securities Notes being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel and the Guarantors shall reasonably determine that it is they are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, by the next succeeding first Business Day); Day thereafter) of the Issue Date, (iii) any the Initial Purchaser so requests within 45 days with respect to Notes acquired by it directly from the Company and the Guarantors, which have not been resold on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of consummation the Registered Exchange Offer, (iv) any Holder notifies the Company and the Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Company Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it being understood has not exchanged and that a requirement to deliver a Prospectus in connection with market-making activities it acquired directly from the Company, one of its Affiliates or other trading shall not result in the applicable securities not being “freely tradeable”); Guarantors, or (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchaser notifies the Company and the Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall <PAGE> 7 not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective Consummated within 180 230 days of the Issue Date (or if such 180th 230th day is not a Business Day, by the next succeeding first Business DayDay thereafter) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (provided that the Company’s obligation pursuant to this clause (ii) shall cease if the Exchange Offer is subsequently Consummated), (iii) the Initial Purchasers so request with respect to Notes acquired by it directly from the Company, which have not been resold on or prior to the 20th day (or if such 210th 20th day is not a Business Day, by the next succeeding first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company on or prior to the 20th day (or if such 20th day is not a Business Day); (iii, by the first Business Day thereafter) any Initial Purchaser so requests within 45 days of consummation following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it has not exchanged and that it acquired directly from the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); one of its Affiliates, or (v) in the case of any where the Initial Purchaser that participates Purchasers participate in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f) hereof, such the Initial Purchaser does Purchasers do not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchasers notify the Company on or prior to the 20th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; tradable” and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeabletradable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective Consummated within 180 230 days of the Issue Date (or if such 180th 230th day is not a Business Day, by the next succeeding first Business DayDay thereafter) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (provided that the Company’s obligation pursuant to this clause (ii) shall cease if the Exchange Offer is subsequently Consummated), (iii) the Initial Purchaser so requests with respect to Notes acquired by it directly from the Company, which have not been resold on or prior to the 20th day (or if such 210th 20th day is not a Business Day, by the next succeeding first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company on or prior to the 20th day (or if such 20th day is not a Business Day); (iii, by the first Business Day thereafter) any Initial Purchaser so requests within 45 days of consummation following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it has not exchanged and that it acquired directly from the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); one of its Affiliates, or (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchaser notifies the Company on or prior to the 20th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver delivers a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; tradable” and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeabletradable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 150 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)date hereof; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer in writing with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of notifies the Registered Exchange Offer on the basis Issuers in writing that such Holder was it is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however that the Issuers shall only be required to register Securities under the Shelf Registration Statement for persons who have identified themselves to the Issuers as Holders thereof. If in the judgment of the Company’s Board of Directors exercised reasonably and in good faith the use of the Shelf Registration Statement and the disclosure required to be made therein would materially interfere with a valid business purpose of the Issuers, the Company may deliver a notice to such effect to the Holders, and upon receipt of such notice, the Holders shall cease distribution of the Securities or New Securities under a Shelf Registration Statement for the period of time (the “Shelf Delay Period”) set forth in such notice (which shall not be greater than 60 days). Notwithstanding the foregoing, there shall not be more than one Shelf Delay Period declared in any one calendar year. The Company shall use its reasonable efforts to minimize the length of any Shelf Delay Period and shall promptly notify the Holders upon the termination thereof.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 225 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day“Consummation Deadline”); (iii) any the Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in if the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such and the Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or and 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however, that the Company shall not be obligated to effect a Shelf Registration Statement under this Section 3 if the Company would no longer be required to keep such Shelf Registration Statement effective pursuant to Section 4(c) if such Shelf Registration Statement had been filed.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 days of consummated on or prior to the Issue Date Consummation Deadline (or if such 180th day is not a Business Day, the next succeeding first Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business DayDay thereafter); (iii) any Initial Purchaser so requests within 45 days of in writing prior to the 20th day following the consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of notifies the Issuers in writing prior to the 20th day following the consummation of the Registered Exchange Offer on the basis that such Holder was it is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)an Issuer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f) hereof, prior to the 20th day following the consummation of the Registered Exchange Offer such Initial Purchaser does notifies the Issuer in writing that it did not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”") or (vi) the Issuers so elect (it being understood that such election shall not relieve the Issuers from their obligations under Section 2 hereof), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however that the Issuers shall only be required to register Securities under the Shelf Registration Statement for persons who have identified themselves to the Issuers as Holders thereof.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 300 days of after the Initial Notes Issue Date (or if such 210th 300th day is not a Business Day, the next succeeding Business Day); or (iii) prior to the 20th Business Day following consummation of the Registered Exchange Offer (A) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities Notes that are not eligible to be exchanged for New Securities Exchange Notes in the such Registered Exchange Offer and that are held by it following consummation of the such Registered Exchange Offer; (ivB) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the such Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (vC) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that (x1) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; and (y2) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeable”), ) the Company shall effect a Shelf Registration Statement in accordance with subsection (bSection 3(b) belowhereof. The Shelf Registration may be combined with or otherwise include the shelf registration for the Initial Notes pursuant to the Initial Registration Rights Agreement.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 150 days of after the Issue Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 180 days of after the Issue Date (Closing Date, or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser if either Dealer Manager so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in the a Registered Exchange Offer and or, in the case of a Dealer Manager that are held by it following consummation of the participates in any Registered Exchange Offer; , such Dealer Manager does not receive freely tradeable New Securities, or (iv) if any Holder (other than an Initial Purchasera Dealer Manager) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or such Holder does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser a Dealer Manager deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), or (v) any applicable law or interpretations do not permit any Holder of Securities to participate in the Registered Exchange Offer, or (vi) the Company so elects, the following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) A. If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of by the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Effectiveness Deadline or the Registered Exchange Offer is not consummated within 210 days of by the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Consummation Deadline; (iii) any an Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f2(F) hereof, such Initial Purchaser does not receive freely tradeable New tradable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “freely tradeabletradable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeable”tradable” and (z) for the purposes of determining whether any Exchange Securities are “freely tradable,” the holding period required by paragraph (d) of Rule 144 shall be deemed to be two years), the Company Issuer and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection Section 3(B) hereof; provided, that the Issuer and the Guarantors shall not be required to effect a Shelf Registration pursuant to clause (bii) above if prior to the corresponding Shelf Filing Deadline (as defined below) the Registered Exchange Offer has been consummated.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Dayby September 12, the next succeeding Business Day) 2007 or the Registered Exchange Offer is not consummated within 210 30 business days following the initial effectiveness date of the Issue Date (Exchange Offer Registration Statement, or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are Original 2017 Notes (or any New 2017 Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities 2017 Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New 2017 Notes, or (iv) any Holder (other than an Initial a Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable New Securities 2017 Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company Issuer and Parent within the meaning of the Securities Act (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities 2017 Notes acquired in exchange for such Securities Original 2017 Notes shall result in such New Securities 2017 Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities 2017 Notes acquired in the Registered Exchange Offer in exchange for Securities Original 2017 Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities 2017 Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, staff the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 210 days of after the Issue Issuance Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 270 days of after the Issue Date (or if such 210th day is not a Business DayIssuance Date, the next succeeding Business Day); (iii) any a Holder (including an Initial Purchaser so requests within 45 days Purchaser) of consummation Securities notifies the Company following the completion of the Registered Exchange Offer with respect to that the Securities that held by such Holder are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (iv) any Holder certain Holders (other than an the Initial PurchaserPurchasers) so requests within 45 days of consummation of the Registered Exchange Offer on Securities are prohibited by law or the basis that such Holder was not eligible to participate policy of the Commission from participating in the Registered Exchange Offer or does the Exchange Securities may not receive be freely tradeable New Securities in the Registered Exchange Offer transferable by such Holders other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of Exchange Securities shall not result in the applicable securities such Exchange Securities being not being “freely tradeabletransferable”); , or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f1(d) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities not being not “freely tradeable”; transferable” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus a prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeabletransferable”), then the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 by January 24, 2016 (such date being 360 days of after the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Daydate hereof) or the Registered Exchange Offer is not consummated within 210 on or prior to the later of (x) February 23, 2016 (such date being 390 days after the date hereof) and (y) 30 business days following the initial effectiveness date of the Issue Date (Exchange Offer Registration Statement, or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company Issuer and Parent within the meaning of the Securities Act (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 by March 17, 2017 (such date being 360 days of after the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Daydate hereof) or the Registered Exchange Offer is not consummated within 210 on or prior to the later of (x) April 16, 2017 (such date being 390 days after the date hereof) and (y) 30 business days following the initial effectiveness date of the Issue Date (Exchange Offer Registration Statement, or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company Issuer and Parent within the meaning of the Securities Act (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer is not Consummated within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, then, upon such Holder’s written request, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) and cause such Shelf Registration Statement to be declared effective within 180 days by the Commission (or deemed automatically effective) on or prior to the earliest to occur of (1) the Issue later of (x) the 90th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement and (y) the 365th day after the Closing Date, (2) the later of (x) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by Clause (iii) above and (y) the 365th day after the Closing Date and (3) in the event the Exchange Offer is not Consummated, the 365th day after the Closing Date (or if such 180th 365th day is not a Business Day, the next succeeding Business Day) or (such date being the Registered Exchange Offer is not consummated within 210 days “Shelf Effectiveness Deadline”), which Shelf Registration Statement shall provide for resales of the Issue Date all Transfer Restricted Securities (or if other than any such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities securities that are not were eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation at the time of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaserthe Holders of which shall have timely provided the information required pursuant to Section 4(b) so requests within 45 days of consummation hereof. Each of the Registered Exchange Offer on Company and the basis Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least one year following the Closing Date (or shorter period that will terminate when all the Initial Securities covered by such Holder was not eligible Shelf Registration Statement have been sold pursuant to participate such Shelf Registration Statement); provided, however, that notwithstanding the foregoing or the requirements of the second paragraph of Section 3(c) or any provision in Sections 6(b) or 6(c) hereof if the filing of any such supplement or amendment would (A) require the Company to make a public disclosure of material non-public information, which disclosure in the Registered Exchange Offer or does not receive freely tradeable New Securities in good faith judgment of the Registered Exchange Offer other than by reason board of such Holder being an Affiliate directors of the Company (it being understood 1) would be required to be made in any Registration Statement so that a requirement such Registration Statement would not be materially misleading and (2) would not be required to deliver a Prospectus in connection with market-making activities be made at such time but for the filing, effectiveness or other trading shall not result continued use of such Registration Statement, or (B) would in the applicable securities not being “freely tradeable”good faith and judgment of the board of directors of the Company be expected to have a material adverse effect on the Company or its business or on the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may upon giving notice to the underwriter(s); or (v) in , if any, and selling Holders delay the case filing of any Initial Purchaser that participates such supplement or amendment for a period of up to 60 days in the Registered Exchange Offer or acquires New Securities pursuant any three month period, not to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities exceed 90 days in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) belowcalendar year.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted to effect by applicable law or Commission policy (after the Registered Exchange Offer as contemplated by procedures set forth in Section 2 hereof; 6(a) hereof have been complied with), (ii) for any other reason the Exchange Offer is not Consummated within 240 days after the Closing Date (or if such 240th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Notes (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 180 days appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of their affiliates, then, upon such Holder’s request, the Issue Company shall: (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), no later than the later of (i) the 90th day after the date such filing obligation arises and (ii) the 240th day after the Closing Date (or if such 180th 240th day is not a Business Day, the next succeeding Business Day) or (such earliest date being the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeableShelf Filing Deadline”); or (v) in , which Shelf Registration Statement shall provide for resales of all Transfer Restricted Notes the case Holders of any Initial Purchaser that participates in which shall have provided the Registered Exchange Offer or acquires New Securities information required pursuant to Section 2(f4(b) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.and

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission under the Act within 180 225 days of the Issue Date (or if such 180th day is not a Business Day, date of the next succeeding Business Day) original issuance of the Securities or the Registered Exchange Offer is not consummated within 210 days 45 Business Days of the Issue Date (or if such 210th day is not a Business Day, date of the next succeeding Business Day)effectiveness of the Exchange Offer Registration Statement; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, or in the case of any Holder that participates in the Registered Exchange Offer, does not receive freely tradeable tradable New Securities in the Registered Exchange Offer Offer, other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “"freely tradeable”tradable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) A. If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of by the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Effectiveness Deadline or the Registered Exchange Offer is not consummated within 210 days of by the Issue Date (or if such 210th day is not a Business DayConsummation Deadline, the next succeeding Business Day); (iii) any an Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f2(F) hereof, such Initial Purchaser does not receive freely tradeable New tradable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “freely tradeabletradable”; and , (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “freely tradeable”tradable” and (z) for the purposes of determining whether any Exchange Securities are “freely tradable,” the holding period required by paragraph (d) of Rule 144 shall be deemed to be two years), then the Company Issuer and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection Section 3(B) hereof; provided, that the Issuer and the Guarantors shall not be required to ef- fect a Shelf Registration pursuant to clause (bii) above if prior to the corresponding Shelf Filing Deadline (as defined below) the Registered Exchange Offer has been consummated.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 150 days after the date of the Issue Date (or if such 180th day is not a Business Day, original issuance of the next succeeding Business Day) Series A Bonds or the Registered Exchange Offer is not consummated within 210 180 days after the date of the Issue Date (or if such 210th day is not a Business Day, original issuance of the next succeeding Business Day)Series A Bonds; (iii) any the Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does and so notifies the Company as soon as practicable, but in any event not receive freely tradeable New Securities in later than 30 days following the consummation of the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in the case of any the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities or Series A Bonds constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities or Series A Bonds shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities or Series A Bonds acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 300 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)date hereof; (iii) any Initial Purchaser so requests within 45 20 days of after the consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests who notifies the Company within 45 20 days of after the consummation of the Registered Exchange Offer on the basis that such Holder was it is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Offer, and holds Securities in pending consummation of the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer, so requests; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) (x) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Series A-1 Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Series A-1 Registered Exchange Offer is not consummated within 210 days of after the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); or (iii) prior to the 20th Business Day following consummation of the Series A-1 Registered Exchange Offer (A) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Series A-1 Securities that are not eligible to be exchanged for New Securities Series A-1 Exchange Notes in the such Registered Exchange Offer and that are held by it following consummation of the such Series A-1 Registered Exchange Offer; (ivB) any Series A-1 Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the such Series A-1 Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (vC) in the case of any Initial Purchaser that participates in the Series A-1 Registered Exchange Offer or acquires New Securities Series A-1 Exchange Notes pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities Series A-1 Exchange Notes in exchange for Series A-1 Securities constituting any portion of an unsold allotment (it being understood that (x1) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of New Securities Series A-1 Exchange Notes acquired in exchange for such Series A-1 Securities shall result in such New Securities Series A-1 Exchange Notes being not “"freely tradeable”"; and (y2) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Series A-1 Exchange Notes acquired in the Series A-1 Registered Exchange Offer in exchange for Series A-1 Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities Series A-1 Exchange Notes being not “"freely tradeable”), ") the Company shall effect a Shelf Registration Statement in accordance with subsection (bSection 3(b) below.hereof,

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is and the Guarantor are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective Consummated within 180 240 days of the Issue Date (or if such 180th 240th day is not a Business Day, by the next succeeding first Business DayDay thereafter) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date Date, (iii) an Initial Purchaser so requests on or prior to the 30th day (or if such 210th 30th day is not a Business Day, by the next succeeding first Business Day thereafter) following the Consummation of the Registered Exchange Offer, with respect to Notes acquired by it directly from the Company and the Guarantor, which have not been resold, (iv) any Holder notifies the Company and the Guarantor on or prior to the 30th day (or if such 30th day is not a Business Day); (iii, by the first Business Day thereafter) any Initial Purchaser so requests within 45 days of consummation following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Company Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it being understood has not exchanged and that a requirement to deliver a Prospectus in connection with market-making activities it acquired directly from the Company, one of its Affiliates or other trading shall not result in the applicable securities not being “freely tradeable”); Guarantor, or (v) in the case of any where an Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f2(g) hereof, such an Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and such Initial Purchaser notifies the Company and the Guarantor on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; tradable” and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeabletradable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or law, applicable interpretations thereof or changes in policy by the Commission’s 's staff, the Company Issuer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day420 days, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of 450 days, after the Issue Date (Date; or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of prior to the 20th day following consummation of the Registered Exchange Offer the Issuer receives written notice that (A) the Initial Purchaser so requests with respect to Securities Notes (or Private Exchange Notes) that are not eligible to be exchanged for New Securities Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivB) any Holder (other than an the Initial PurchaserPurchaser or Exchanging Dealer) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (vC) in the case of any that the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company Issuer shall effect a Shelf Registration Statement in accordance with subsection (bSection 3(b) belowhereof. For all purposes of this Agreement, the obligation to have a Shelf Registration Statement declared effective under Section 3(a)(iii) shall be deemed to arise as set forth in Section 3(b)(i). The obligation to file a Shelf Registration Statement under Section 3(a)(iii) shall be deemed to arise on the later of the 360th day after the Issue Date or the day the Issuer receives notice relating to a Section 3(a)(iii) Shelf Registration Statement.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is and the Guarantors are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, by the next succeeding first Business Day); Day thereafter) of the Issue Date, (iii) any an Initial Purchaser so requests within 45 days with respect to Notes acquired by it directly from the Company and the Guarantors, which have not been resold on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of consummation the Registered Exchange Offer, (iv) any Holder notifies the Company and the Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Company Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it being understood has not exchanged and that a requirement to deliver a Prospectus in connection with market-making activities it acquired directly from the Company, one of its Affiliates or other trading shall not result in the applicable securities not being “freely tradeable”); Guarantors, or (v) in the case of any where an Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f2(g) hereof, such an Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and such Initial Purchaser notifies the Company and the Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; tradable” and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeabletradable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 180 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)date hereof; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of notifies the Company prior to the 20th day following consummation of the Registered Exchange Offer on the basis that such Holder was it is not eligible to participate in the Registered Exchange Offer because of applicable law or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate applicable interpretations of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Commission's staff; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “"freely tradeable”tradable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”tradable"), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however that the Issuers shall only be required to register Securities under the Shelf Registration Statement for persons who have identified themselves to the Issuers as Holders thereof. If in the judgment of the Company's Board of Directors exercised reasonably and in good faith, the use of the Shelf Registration Statement and the disclosure required to be made therein would materially interfere with a valid business purpose of the Issuers, the Company may deliver a notice to such effect to the Holders, and upon receipt of such notice, the Holders shall cease distribution of the Securities or New Securities under a Shelf Registration Statement for the period of time (the "Shelf Delay Period") set forth in such notice (which shall not be greater than 60 days). Notwithstanding the foregoing, there shall not be more than two Shelf Delay Periods declared in any one calendar year; provided that such Shelf Delay Periods shall not exceed 90 days in the aggregate in any one calendar year. The Company shall use its reasonable best efforts to minimize the length of any Shelf Delay Period and shall promptly notify the Holders upon the termination thereof.

Shelf Registration. (a) If (i) due to any change in law or applicable ------------------ interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Registered Exchange Offer is not consummated within 225 days of the Issue Date (or, if such 225th day is not a Business Day, the next succeeding Business Day) or the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial a Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is and the Guarantors are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated by in accordance with Section 2 hereof; hereof because the Registered Exchange Offer is not permitted by applicable law or the applicable interpretations of the staff of the Commission, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of Consummated by the Issue Date (or if such 210th day is not a Business Dayafter the Closing Date, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of Holder notifies the Registered Exchange Offer with respect Company on or prior to Securities the 210th day after the Closing Date that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer due to applicable law or does the applicable interpretations of the staff of the Commission, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the Consummation of the Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it has not exchanged and that it acquired directly from the Company or one of its Affiliates, (it being understood iv) the Initial Purchasers so requests with respect to Notes that a requirement are not eligible to deliver a Prospectus in connection with market-making activities or other trading shall not result be exchanged for Exchange Notes in the applicable securities not being “freely tradeable”); Registered Exchange Offer and are held by it following Consummation of the Registered Exchange Offer, or (v) in the case of any where an Initial Purchaser that Purchasers participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f) hereof, such the Initial Purchaser Purchasers does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable") (the date on which any event specified in clause (i) through (v) above occurs, the "Shelf Registration Event Date"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law the Issuer or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is Subsidiary ------------------ Guarantors are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Daydate the Exchange Offer Registration Statement has become effective, the next succeeding Business Day); (iii) the Initial Purchasers so request with respect to Notes acquired by them directly from the Issuer and the Subsidiary Guarantors on or prior to the 20th Business Day following the Consummation of the Registered Exchange Offer, (iv) any Initial Purchaser so requests within 45 days of consummation Holder notifies the Issuer on or prior to the 20th Business Day following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of Notes such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall would receive would not result in the applicable securities not being “be freely tradeable”); tradable, or (v) in the case of any where the Initial Purchaser that participates Purchasers participate in the Registered Exchange Offer or acquires New Securities acquire Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does Purchasers do not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchasers notify the Issuer on or prior to the 20th Business Day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-market- making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any reason other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date than those specified in clause (or if such 180th day is not a Business Dayi) above, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 150 days of the Issue Closing Date (or if such 210th day unless the Exchange Offer has commenced, in which case, the Exchange Offer is not a Business Dayconsummated within 30 days after the date on which the Exchange Offer was commenced, or (iv) the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are Senior Notes held by it following consummation of the Registered Exchange Offer; , or (ivv) any Holder (other than an the Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does has participated in the Exchange Offer and has received Exchange Senior Notes that are not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (vvi) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Senior Notes pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities Exchange Senior Notes in exchange for Securities Senior Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Senior Notes acquired in exchange for such Securities Senior Notes shall result in such New Securities Exchange Senior Notes being not “"freely tradeable”; " and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Senior Notes acquired in the Registered Exchange Offer in exchange for Securities Senior Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Senior Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 285 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date; (iii) any Initial Purchaser so requests within 45 20 days of after the consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests who notifies the Company within 45 20 days of after the consummation of the Registered Exchange Offer on the basis that such Holder was it is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that a the requirement to that an Exchanging Dealer deliver a the Prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading the sale of New Securities shall not result in the applicable securities such New Securities being not being “freely tradeable”)) and holds Securities pending consummation of the Registered Exchange Offer, so requests; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason file the Exchange Offer Registration Statement is not declared effective within 180 days of or to consummate the Issue Date (or if such 180th day is not a Business Day, Ex- change Offer because the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days permitted by any applicable law or applicable interpretation of the staff of the SEC or (ii) any holder of a Note notifies the Company on or prior to the 45th day following the Issue Date that (A) due to a change in law or if such 210th day policy it is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible entitled to participate in the Registered Exchange Offer, (B) due to a change in law or policy it may not resell Exchange Notes acquired by it in the Exchange Offer or does not receive freely tradeable New Securities to the public without delivering a prospectus and the Prospec- tus contained in the Registered Exchange Offer other than Registration Statement is not ap- propriate or available for such resales by reason such holder or (C) it owns Notes (including the Initial Purchaser that holds Notes as part of such Holder being an unsold allotment from the original offering of the Notes) acquired directly from the Company or an Affiliate of the Company or (it being understood iii) any holder of Private Exchange Notes so requests after the consummation of the Private Exchange or (iv) the holders of not less than a majority in aggregate principal amount of the Transfer Restricted Notes reasonably determine that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); interests of the holders would be materially adversely affected by consummation of the Exchange Offer or (v) in the case of any Initial Purchaser that participates in Com- pany has not consummated the Registered Exchange Offer or acquires New Securities pursuant within 180 days af- ter the Issue Date (each such event referred to Section 2(fin clauses (i) hereofthrough (v), such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”"Shelf Filing Event"), the Company shall effect cause to be filed with the SEC pursuant to Rule 415 a shelf registra- tion statement (the "Shelf Registration Statement") prior to the later of (x) 60 days after the Issue Date or (y) 45 days after the occurrence of such Shelf Filing Event, relating to all Transfer Restricted Notes (the "Shelf Registration") the holders of which have provided the information required pursu- ant to Section 3(b) hereof (provided that if the Shelf Filing Event arises pursuant to clause (v) above, the Company shall file the Shelf Registration Statement in accordance on the 181st day after the Issue Date), and shall use its best efforts to have the Shelf Registration Statement declared effective by the SEC on or prior to 90 days after the filing of such Shelf Filing Event. In such circumstances, the Company shall use its best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act, until (A) 24 months follow- ing the Issue Date or (B) if sooner, the date immediately fol- lowing the date that all Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant thereto or otherwise cease to be Transfer Restricted Notes (the "Effectiveness Period"); provided that the Effectiveness Period shall be extended to the extent required to permit dealers to comply with subsection (b) belowthe applicable prospectus delivery requirements of Rule 174.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s Commission or its staff, the Company determines and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 270 days of after the Issue Closing Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 45 days of the Issue Date (or if such 210th day is not a Business Day, date the next succeeding Business Day)Commission first declared the Exchange Offer Registration Statement effective; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate affiliate of the Company (it being understood that the requirement that a requirement to Participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “"freely tradeable”"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Guarantors shall effect effect, at their cost, a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable in ------------------- currently prevailing interpretations thereof by the Commission’s staff's staff (including oral interpretations), the Trust and the Company determines determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business DayClosing Date, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation as a result of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , in the opinion of a nationally recognized independent tax counsel to the Company experienced in such matters to the effect that there is more than an insubstantial risk that (A) if the Junior Subordinated Debt Securities are held by or on behalf of the Trust, (x) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to interest accrued or received on the Junior Subordinated Debt Securities or subject to more than a de minimis amount of ---------- other taxes, duties or other governmental charges as determined by such counsel, or (y) any portion of interest payable by the Company to the Trust on the Junior Subordinated Debt Securities is not, or within 90 days of the date of such opinion will not be, deductible by the Company in whole of in part for United States federal income tax purposes or (B) with respect to Junior Subordinated Debt Securities which are no longer held by or on behalf of the Trust, any portion of interest payable by the Company on the Junior Subordinated Debt Securities is not, or within 90 days of the date of such opinion will not be, deductible by the Company in whole or in part for United States federal income tax purposes, or (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of in the Registered Exchange Offer on event that the basis that such Holder was not eligible to Purchasers participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered acquire Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does hereof and the Purchasers do not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser the Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is and the Guarantors are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective Consummated within 180 30 days of the Issue Date (or if such 180th 30th day is not a Business Day, by the next succeeding first Business DayDay thereafter) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date Date, (iii) an Initial Purchaser so requests with respect to Notes acquired by it directly from the Company and the Guarantors, which have not been resold on or prior to the 30th day (or if such 210th 30th day is not a Business Day, by the next succeeding first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company and the Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day); (iii, by the first Business Day thereafter) any Initial Purchaser so requests within 45 days of consummation following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Company Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it being understood has not exchanged and that a requirement to deliver a Prospectus in connection with market-making activities it acquired directly from the Company, one of its Affiliates or other trading shall not result in the applicable securities not being “freely tradeable”); Guarantors, or (v) in the case of any where an Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f2(g) hereof, such an Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and such Initial Purchaser notifies the Company and the Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; tradable” and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeabletradable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is has not declared become effective under the Act within 180 days of the Issue Date (or if such 180th day is not a Business Day, date of the next succeeding Business Day) original issuance of the Securities or the Registered Exchange Ex- change Offer is not consummated within 210 days of 30 Business Days after the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Exchange Offer Registration Statement becomes effective; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If In the event that (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside or the Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that it the Exchange Offer Registration provided in Section 2(a) above is not permitted to effect available under applicable law and regulations and currently prevailing interpretations of the Registered Exchange Offer as contemplated by Section 2 hereof; staff of the SEC, (ii) the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Debentures, (y) the interest payable by the Company on the Debentures not being deductible by the Company for any United States federal income tax purposes or (z) the Trust becoming subject to more than a DE MINIMIS amount of other reason taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date or (or if such 180th day is not a Business Day, iv) upon the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days request of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any either Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to any Registrable Securities that are held by it, if such Initial Purchaser is not eligible to be exchanged for New Securities permitted, in the Registered Exchange Offer and that are held by it following consummation reasonable opinion of Xxxxxxx Xxxxxxxx & Xxxx, pursuant to applicable law or applicable interpretations of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation staff of the Registered Exchange Offer on the basis that such Holder was not eligible SEC, to participate in the Registered Exchange Offer or does not and thereby receive securities that are freely tradeable New without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) or (iv) being a "SHELF REGISTRATION EVENT," and the date of occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company and the Trust shall, at their cost, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to be earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in the Registered Exchange Offer other than by reason of any Shelf Registration pursuant to this Agreement unless and until such Holder being an Affiliate agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in a) the applicable securities not being “freely tradeable”); or (vRule 144(k) Period in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) below180 days in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the "EFFECTIVENESS PERIOD"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it Issuer is not permitted to effect file ------------------ the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Daydate the Exchange Offer Registration Statement has become effective, the next succeeding Business Day); (iii) any the Initial Purchaser so requests within 45 days with respect to Notes acquired by it directly from the Issuer on or prior to the 20th Business Day following the Consummation of consummation the Registered Exchange Offer, (iv) any Holder notifies the Issuer on or prior to the 20th Business Day following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of Notes such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall would receive would not result in the applicable securities not being “be freely tradeable”); tradable, or (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchaser notifies the Issuer on or prior to the 20th Business Day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-market- making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is Issuers are not permitted to effect ------------------ file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated Consummated within 210 days 30 Business Days of the Issue Date (or if such 210th day is not a Business Daydate the Exchange Offer Registration Statement has become effective, the next succeeding Business Day); (iii) any an Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held Notes acquired by it directly from the Issuers on or prior to the 20th Business Day following consummation the Consummation of the Registered Exchange Offer; , (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation notifies the Issuers on or prior to the 20th Business Day following the Consummation of the Registered registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of Notes such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall would receive would not result in the applicable securities not being “be freely tradeable”); tradable, or (v) in the case of any where an Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and such Initial Purchaser notifies the Issuers on or prior to the 20th Business day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to If, because of any change in law or applicable interpretations thereof by the Commission’s staffstaff of the SEC, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , or (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 180 120 days of following the Issue Closing Date or (or if such 180th day is not a Business Day, B) the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 45 days after effectiveness of the Issue Date Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 120-day period or if the Exchange Offer shall be consummated after such 210th 45-day is not a Business Dayperiod, then the next succeeding Business DayCompany’s obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 120-day period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate); , or (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) if any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of delivers written representation to the Registered Exchange Offer on the basis Company that such Holder was is not eligible to participate in the Registered Exchange Offer or validly elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable New without any limitations or restrictions under the 1933 Act, then the Company shall, at its cost: (A) use its commercially reasonable efforts to file with the SEC on or prior to (a) the 180th day after the Closing Date or (b) the 60th day after any such filing obligation arises, whichever is later, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the Registered Exchange Offer other than methods of distribution elected by reason the Majority Holders of such Holder being Registrable Securities and set forth in such Shelf Registration Statement; (B) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as practicable, but in no event later than (a) the 225th day after the Closing Date or (b) the 105th day after an Affiliate of obligation to file with the SEC a Shelf Registration Statement arises, whichever is later. In the event that the Company (it being understood that is required to file a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Shelf Registration Statement pursuant to Section 2(fclause (iii) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)above, the Company shall effect file and use its commercially reasonable efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder described in clause (iii) above; (C) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year after the latest date on which any Subordinated Notes are originally issued by the Company (subject to extension pursuant to the last paragraph of Section 3) or, if earlier, when all of the Registrable Securities covered by such Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement in accordance with subsection the intended method of distribution thereunder, or (bii) cease to be Registrable Securities; and (D) notwithstanding any other provisions hereof, use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplements thereto comply in all material respects with the 1933 Act, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, clauses (ii) and (iii) shall not apply to any statement in or omission from a Shelf Registration Statement or a Prospectus made in reliance upon and conformity with information relating to any Holder or Participating Broker-Dealer of Registrable Securities furnished to the Company in writing by such Holder or Participating Broker-Dealer, respectively, expressly for use in such Shelf Registration Statement or Prospectus. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, date of original issuance of the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 225 days of the Issue Date date of original issuance of the Securities; provided that if the Exchange Offer Registration Statement becomes effective after 180 days from the date of the original issuance of the Securities and the Registered Exchange thereafter is consummated within 30 days of the effective date thereof, then the obligation to effect and maintain the effectiveness of the Shelf Registration pursuant solely to this clause (or if such 210th day is not a Business Day, the next succeeding Business Day)ii) shall terminate; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Subsidiary Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) notwithstanding the efforts contemplated in Section 2(g), due to any change in applicable law or applicable interpretations thereof by the Commission’s staffStaff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 225 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)date hereof; (iii) any Initial Purchaser so requests requests, within 45 days of consummation of the Registered Exchange Offer 90-day period specified in Section 2(f) above, with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation Purchaser or an Affiliate of the Registered Exchange Offer on the basis that such Holder was Company) is not eligible to participate in the Registered Exchange Offer because of any applicable laws or does not receive freely tradeable New Securities in interpretations thereof by the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”)Staff; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; tradable” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeabletradable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. In the case of clause (ii) of this Section 3(a), if the Registered Exchange Offer is consummated, the Company may terminate any Shelf Registration Statement then in effect, without penalty, at any time.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it or any Subsidiary Guarantor is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission under the Act within 180 days of the Issue Date date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer in writing with respect to an unsold allotment of Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation is not eligible under interpretations of the Registered Exchange Offer on the basis that such Holder was not eligible Commission to participate in the Registered Exchange Offer or does not receive freely tradeable New Exchange Securities in the Registered Exchange Offer Offer, other than by reason of such Holder being an Affiliate of the Company and the Subsidiary Guarantors (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of Exchange Securities shall not result in the applicable securities such Exchange Securities being not being “"freely tradeable”tradable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereofOffer, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall not result in such New Exchange Securities being not “"freely tradeable”; ;" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”"), the Company shall effect use its reasonable best efforts to effect, at its cost, a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 120 days after the original issue date of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) Securities or the Registered Exchange Offer is not consummated within 210 180 days after the original issue date of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable tradable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a requirement to participating Broker-Dealer deliver a Prospectus the prospectus contained in the Exchange Offer Registration Statement in connection with market-making activities or other trading sales of New Securities shall not result in the applicable securities such New Securities being not being “"freely tradeable”tradable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; tradable;" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below.

Shelf Registration. (a) If (i1) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is and the Note Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer because the Registered Exchange Offer is not declared effective permitted due to a change in applicable law or Commission policy, (2) for any reason the Registered Exchange Offer is not Consummated within 180 days of the Issue Date (or if such 180th day is not a Business Day, by the next succeeding first Business DayDay thereafter) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date Date, (3) the Initial Purchasers so request on or prior to the 30th day (or if such 210th 30th day is not a Business Day, by the next succeeding first Business Day); (iiiDay thereafter) any Initial Purchaser so requests within 45 days of consummation following the Consummation of the Registered Exchange Offer (with respect to Securities Notes that are have not eligible been resold and that were acquired by them directly from the Company, the Note Guarantors, or one their respective Affiliates), (4) any Holder notifies the Company on or prior to be exchanged for New Securities the 30th day (or if such 30th day is not a Business Day, by the first Business Day thereafter) following the Consummation of the Registered Exchange Offer that (A) such Holder is not permitted to participate in the Registered Exchange Offer, due to applicable law or Commission policy, (B) such Holder cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales by that Holder, (C) the Holder is a broker-dealer and owns Notes that it has not exchanged and that are held by it following consummation acquired directly from the Company, the Note Guarantors or one of its respective Affiliates, or (D) the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that Notes such Holder was would receive would not eligible to be freely tradable, or (5) in the case where the Initial Purchasers participate in the Registered Exchange Offer or does acquire Private Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchasers do not receive freely tradeable New Securities in the Registered tradable Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchasers notify the Company and the Note Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (xA) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; tradable” and (yB) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeabletradable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 by November 7, 2016 (such date being 360 days of after the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Daydate hereof) or the Registered Exchange Offer is not consummated within 210 on or prior to the later of (x) December 7, 2016 (such date being 390 days after the date hereof) and (y) 30 business days following the initial effectiveness date of the Issue Date (Exchange Offer Registration Statement, or if such 210th day is not a Business Day, the next succeeding Business Day); (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company Issuer and Parent within the meaning of the Securities Act (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case that, for purposes of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to this Section 2(f) hereof3, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is and the Note Guarantors are not permitted to effect file the Exchange Offer Registration Statement or to Consummate the Registered Exchange Offer as contemplated because the Registered Exchange Offer is not permitted by Section 2 hereof; applicable law or Commission policy, (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective Consummated within 180 30 days of the Issue Date (or if such 180th 30th day is not a Business Day, by the next succeeding first Business DayDay thereafter) or of the Registered date the Exchange Offer is Registration Statement has become effective, (iii) the Initial Purchaser so requests with respect to Notes which have not consummated within 210 days of been resold acquired by it directly from the Issue Date Company and the Note Guarantors on or prior to the 30th day (or if such 210th 30th day is not a Business Day, by the next succeeding first Business Day thereafter) following the Consummation of the Registered Exchange Offer, (iv) any Holder notifies the Company and the Note Guarantors on or prior to the 30th day (or if such 30th day is not a Business Day); (iii, by the first Business Day thereafter) any Initial Purchaser so requests within 45 days of consummation following the Consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivA) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was is not eligible to participate in the Registered Exchange Offer Offer, due to applicable law or does Commission policy, (B) the Exchange Notes such Holder would receive would not receive be freely tradeable New Securities tradable, (C) such Holder is a Participating Broker-Dealer that cannot publicly resell the Exchange Notes that it acquires in the Registered Exchange Offer other than by reason of such Holder being an Affiliate without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the Company Registered Exchange Offer, or (D) the Holder is a broker-dealer and owns Notes it being understood has not exchanged and that a requirement to deliver a Prospectus in connection with market-making activities it acquired directly from the Company, one of its Affiliates or other trading shall not result in the applicable securities not being “freely tradeable”); any Note Guarantor, or (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Private Exchange Notes pursuant to Section 2(f2(g) hereof, such the Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment and the Initial Purchaser notifies the Company and the Note Guarantors on or prior to the 30th day following the Consummation of the Registered Exchange Offer (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 9.B (Plan of Regulation SDistribution) and/or Item 9.D (Selling Shareholders) of Form 20-K F under the Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Transfer Restricted Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging a Participating Broker-Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply:

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 210 days of the Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date; (iii) any Initial Purchaser so requests Holder notifies the Company within 45 days of consummation 20 Business Days after the commencement of the Registered Exchange Offer with respect that (A) due to a change in law or Commission policy it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy it may not resell the New Securities that are not eligible to be exchanged for New Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that are held the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it following consummation is a broker-dealer and owns Registrable Securities acquired directly from the Company or an affiliate of the Registered Exchange OfferCompany; or (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation in the case of the Registered Exchange Offer on the basis Initial Purchasers that such Holder was not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires acquire New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; ;” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuer and the Guarantors shall effect file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.