Common use of Shelf Registration Clause in Contracts

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Issuers shall, for the benefit of the Holders, at the Issuers’ cost, comply with all the provisions of Sections 4(a) through 4(o) hereof and shall use its commercially reasonable best efforts to (i) prepare and not later than 45 days following the Guarantors shall promptly date hereof (the “Filing Deadline”), file with the SEC Commission, a Registration Statement registration statement on an appropriate form under the Securities Act permitting registration of the Registrable Securities for an offering resale by the Holders to be made on a delayed or continuous basis pursuant (including in an underwritten offering) in accordance with a plan of distribution provided by counsel to Rule 415 the Holders and reasonably acceptable to the Issuers (a “Shelf Registration Statement”), (ii) cause the Shelf Registration Statement to be declared effective not later than 90 days after the date hereof (the “Effectiveness Deadline”), and (iii) keep the Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. (b) At the time the Shelf Registration Statement is declared effective, each Holder shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Issuers or the securityholders of any of the Issuers (other than the Holders of Registrable Securities) shall have the right to include any of the securities of the Issuers in the Shelf Registration Statement. (c) If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Issuers shall use their commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 45 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or promptly file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (the a “Initial Subsequent Shelf RegistrationRegistration Statement”). The If a Subsequent Shelf Registration Statement is filed, the Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with cause the SEC the Initial Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Shelf Registration Statement (or subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. (d) The Issuers shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement, if required by the Securities Act or, as reasonably requested by a registered Holder. (e) The parties hereto agree that the Holders of the Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Shelf Registration Statement has not been filed on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them Deadline, (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause ii) the Shelf Registration to be Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Date and Deadline, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to keep Section 4(i) hereof (each of the Initial Shelf Registration continuously effective under events of a type described in any of the Securities Act until the earliest of foregoing clauses (i) 360 days after through (iii) are individually referred to herein as an “Event”, and the Filing Deadline in the case of clause (i), the Effectiveness Deadline in the case of clause (ii), and the date that on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 4(i) hereof in the case of clause (iii), being referred to herein as an “Event Date”). Events shall be deemed to continue until the “Event Termination Date”, which shall be the following dates with respect to the respective types of Events: the date the Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Shelf Registration Statement is declared effective, effective under the Securities Act in the case of an Event of the type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 4(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which all Registrable Securities covered by there are no Events that have occurred and are continuing (a “Damages Accrual Period”), the Initial Shelf Registration have been sold in the manner set forth Issuers agree, jointly and severally to pay, as contemplated in the Initial Shelf Registration orliquidated damages and not as a penalty, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold an aggregate amount (the “Effectiveness PeriodLiquidated Damages Amount”); provided, howeverpayable on the Damages Payment Dates to Record Holders of then outstanding Registrable Securities accruing for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, that the Effectiveness Period in respect of the Initial first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on, but excluding, the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per diem equal to $13,698.64. The Liquidated Damage Amount shall be payable on a pro rata basis to each Record Holder of Registrable Securities based on the Total Number of Registrable Securities owned by such Record Holder (without giving effect to any Registrable Securities acquired by such Record Holder after the date hereof, other than as result of dividends, splits, exchanges or similar events) relative to the Total Number of Registrable Securities owned of record by all Record Holders (without giving effect to any Registrable Securities acquired by Record Holders after the date hereof, other than as result of dividends, splits, exchanges or similar events). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Securities from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) the expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Issuers of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Issuers). Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the respective obligations of the Issuers set forth in this Section 2(e) that are outstanding with respect to any Registrable Securities at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 20). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration shall Statement to be extended filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof. (f) If any registration of Registrable Securities effected in accordance with Section 2(a) becomes a Cutback Registration, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. will include in any such registration, to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (eachnumber which the managing underwriter advises ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. can be sold in such offering, a “Board”) determines reasonably and in good faith that Registrable Securities, pro rata on the filing basis of any such Initial Shelf Registration or the continuing effectiveness thereof would require number of Registrable Securities held by the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawHolders.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration as promptly as practicable and, in any event, on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their respective commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereofthereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the disclosure of non-public material information that, in the reasonable judgment of such Board, that would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days two years after the date that the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board Boards of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Boards of Directors of the Issuers, would be detrimental to either Issuer the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees, and Additional Notes (if any) and the related guarantees, to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is one year from the Shelf Registration Statement is declared effective, (ii) the date on which Effectiveness Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 75 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities that are subject to the Shelf Notice (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Issuer shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days two years after the date that effectiveness of the Initial Shelf Registration Statement is declared effectiveRegistration, (ii) the date on which time when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or Registration, (iii) the date on upon which all Registrable Securities have been otherwise covered by such Shelf Registration become eligible to be sold pursuant to Rule 144, and the Company and the Holders of such Registrable Securities agree, in accordance with the amendment provisions of this Agreement, that such Registrable Securities will no longer be considered Registrable Securities and (iv) the Registrable Securities cease to be outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if (i) an event or circumstance occurs and is continuing as a result of which the Initial Shelf Registration Statement or Subsequent Shelf Registration, the related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the reasonable and good faith judgment of the board of directors (the “Board of Directors”) of the Issuer, contain 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, and (ii) the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Issuer shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 F-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 240 days of the Effectiveness Date closing date of the Acquisition and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) closing date of the date on which Acquisition or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Management Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Management Board of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 ▇-▇, ▇▇▇▇ ▇-▇ or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is seven years after the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 90 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board Boards of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Boards of Directors of the Issuers, would be detrimental to either Issuer the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action disclosure is required by applicable law. Notwithstanding anything in this Agreement to the contrary, neither the Issuers nor the Guarantors shall be obligated to file a Shelf Registration, or cause a Shelf Registration to be effective or continue to be effective, prior to the date that is five years after the Issue Date.

Shelf Registration. The Issuers Promptly upon the Request of the Holders (but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to promptly process, file and the Guarantors shall promptly file with the SEC cause to become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities, whether or prior not under the Shelf (such Eligible Holder's "Termination Date"). The Company agrees to the Effectiveness Date and use its reasonable best efforts to keep the Initial Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Shelf. Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that the Shelf Registration Statement is declared effectiveStatement, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Wyndham may delay the filing of any Initial a Shelf Registration Statement Statement, or delay or suspend (B) from and after the effectiveness thereofof a Shelf Registration Statement, for a reasonable period each Holder agrees that it will not effect any sales of timethe Registrable Securities pursuant to the Shelf Registration, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)either case, if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Wyndham determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawin the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. The Issuers and (a) On or before the Guarantors earlier to occur of (i) the twenty-one (21)-month anniversary of the date of this Agreement or (ii) the date which is six (6) months after the Company has redeemed all of the Preferred Shares held by all Holders (such date hereafter, the “Lock-up Expiration”), the Company shall promptly file with the SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed basis pursuant to Rule 415 covering under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities (the such registration statement, a “Initial Shelf RegistrationRegistration Statement”). The Issuers Shelf Registration Statement shall be on Form S-3 (or any comparable or successor form or forms then in effect) under the Securities Act; provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic shelf registration statement (as defined in Rule 405 under the Securities Act). The Shelf Registration Statement shall contain (except if otherwise directed by a Holder) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A and shall name the Guarantors Holders as the selling security holders. The Company shall use their respective commercially reasonable efforts to file with keep the SEC the Initial Shelf Registration on or prior to Statement continuously effective under the Filing DateSecurities Act until the Holders no longer hold any Registrable Securities. The Initial If the Shelf Registration shall be Statement is not on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in S-3ASR, the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of become effective, as promptly as practicable, but in no event later than ninety (i90) 360 days after the filing of such Shelf Registration Statement. (b) In the event any Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus (a “Shelf Take-Down”) in an underwritten offering after the Lock-up Expiration, such Holder shall notify the Company of such intent (a “Shelf Take-Down Notice”) and shall deliver such Shelf Take-Down Notice at least ten (10) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement if a Company Supported Distribution is not also being requested as part of such Shelf Take-Down Notice, or least thirty (30) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement if a Company Supported Distribution is being requested as part of the Shelf Take-Down Notice. The Company shall reasonably cooperate with the Holder to facilitate any such distribution requested in a Shelf Take-Down Notice, including making such revisions to the Plan of Distribution as reasonably requested and taking the actions required pursuant to Sections 2.05(a)(ix)-(xv) and pursuant to Section 2.05(a)(xvi) if a Company Supported Distribution is requested in such Shelf-Take-Down Notice. From and after the date that the Shelf Registration Statement is declared or deemed effective, the Company shall, as promptly as practicable after the date of the Shelf Take-Down Notice: (i) prepare and, if required by applicable Law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document in such a manner as to permit the Holders to deliver or be deemed to have delivered such Prospectus to purchasers of Registrable Securities in accordance with applicable Law; and (ii) provide the date Holders copies of any documents filed pursuant to Section 2.01(b)(i). (c) In the event that the Holders request a Shelf Take-Down via an underwritten offering during a Suspension Period, the Company, in its sole discretion may delay assisting with such Shelf Take-Down until such time as a Suspension Period is no longer in effect. (d) In the case that Holders request a Company Supported Distribution, the Holders shall have the right to notify the Company that they have determined that the Shelf Take-Down be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw all activities undertaken in connection with such offering with respect to Registrable Securities, and such withdrawn Shelf Take-Down shall not count against the limit of such Company Supported Distributions set forth in Section 2.05(a)(xvi). However, if such Shelf Take Down is abandoned or withdrawn after any underwriter has commenced marketing activities with respect to such offering and the Company’s name has been disclosed to more than seven (7) investors (a “Launch”), then such Shelf Take Down will count against the limit of such Company Supported Distributions set forth in Section 2.05(a)(xvi) unless (i) such abandonment or withdrawal is based upon material adverse information concerning the Company that the Company has not publicly disclosed in compliance with applicable securities Laws at least five (5) Business Days prior to the Company’s receipt of such withdrawal request, or (ii) there occurs an event or series of related events that (A) has a material adverse effect on which the business, assets, condition (financial or otherwise) or results of operations of the Company or (B) has caused a Market Material Adverse Effect. In the event that a Shelf Take-Down is abandoned or withdrawn for any reason other than the reasons set forth in clauses (i) or (ii) of the preceding sentences, the Holders shall reimburse the Company for all Registrable Registration Expenses incurred by the Company in connection with any such abandoned or withdrawn Shelf Take-Down. (e) The Holders agree that the Company may include any Other Securities covered by the Initial any Existing Registration Rights Agreements that it deems appropriate in any Shelf Registration have been sold in Statement filed pursuant to this Agreement, subject to the manner cutback limitations set forth and as contemplated in Section 2.01(f). (f) In the Initial event that the SEC sets forth a limitation on the securities that may be registered on a particular Shelf Registration orStatement, if applicable, a Subsequent the Company may reduce the number of securities to be registered on such Shelf Registration or (iii) Statement to such number of securities as allowed by the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)SEC; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any timethat, the Issuers may delay the filing of any Initial Company shall include in such Shelf Registration Statement or delay or suspend (i) first, the effectiveness thereofquantity of Registrable Securities requested to be included in such Shelf Registration Statement and (ii) second, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)remaining amounts, if any, shall be allocable to holders of Other Securities, pro rata, based on the Board number of Directors Other Securities proposed by the Company to be included in such Shelf Registration Statement and the number of Other Securities Beneficially Owned by each Issuer or a similar governing body such holder of any parent company Other Securities. If less than all of the either Issuer (each, a “Board”) determines reasonably and Registrable Securities may be included in good faith that the filing of any such Initial Shelf Registration or Statement, the continuing effectiveness thereof would require Company shall as soon as practicable, subject to the disclosure rules and regulations of non-public material information thatthe SEC, file such additional Shelf Registration Statements as necessary to register all of the Registrable Securities on Shelf Registration Statements in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawaccordance with this Section 2.01.

Shelf Registration. The Issuers and the Guarantors Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 ▇-▇, ▇▇▇▇ ▇-▇ or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Except in the case of an automatically effective shelf registration statement pursuant to Rule 462(e) under the Securities Act, the Company shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, Issue Date and (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive 90 days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall promptly use their reasonable best efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors shall Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of (ix) 360 days after the date that which is two years from the Shelf Registration Statement is declared effective, Issue Date or (iiy) the date on which all no Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold Notes are outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the contrary Company in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure Prospectus or preliminary prospectus included therein. No holder of non-public material information thatRegistrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, in the reasonable judgment of such Board, would be detrimental to either Issuer if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawnecessary in order to make the statements therein not misleading.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is one year from the Shelf Registration Statement is declared effective, (ii) the date on which Effectiveness Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Effective­ness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 75 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially all reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors shall Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their respective commercially all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date which is two years from the Issue Date or such shorter period ending when (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration oror cease to be outstanding, if applicable, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or (iii) an earlier Subsequent Shelf Registration has been declared effective under the date on which all Registrable Securities have been otherwise sold Act (the “"Effectiveness Period”"); , provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the contrary Company in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure Prospectus or preliminary prospectus included therein. No holder of non-public material information thatRegistrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, in the reasonable judgment of such Board, would be detrimental to either Issuer if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawnecessary in order to make the statements therein not misleading in light of the circumstances under which they were made.

Shelf Registration. The Issuers and the Guarantors shall promptly use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another any appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Exchange Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until for the earliest period ending on the earlier of (i) 360 days after the date that is one year after the effective date of the Initial Shelf Registration Statement is declared effective, (ii) and the date on which all Registrable Securities notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iii) subject to extension pursuant to the date on which all Registrable Securities have been otherwise sold last paragraph of Section 5 hereof (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three one (31) times time during any calendar year (each, a “Shelf Suspension Period”), if the Board board of Directors of each Issuer directors or a similar applicable governing body of any parent company of the either Issuer (each, a “Board”) Issuers determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe board of directors or applicable governing body of the Issuers, would be detrimental to either Issuer the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their its respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold in compliance with Rule 144A (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Issuer shall as reasonably promptly as practicable file with the SEC a Registration Statement covering all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 covering all of (the Registrable Securities (“Shelf Registration” and such Registration Statement, the “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). The Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effectiveIssue Date, or (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold Statement (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; provided, however, that the Effectiveness Period shall be extended for the number of days of any such Shelf Suspension Period exercised by the Issuer. In the event that the Issuer is required to file an Initial Shelf Registration Statement solely as a result of the matters referred to in clause 2(c)(ii) hereof, but the Exchange Offer is subsequently completed prior to the sale of all Registrable Securities eligible to be sold under such Initial Shelf Registration Statement, upon consummation of the Exchange Offer the Issuer will no longer be required to file, have declared effective or continue the effectiveness of the Initial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), (iii), (iv) or (v) hereof).

Shelf Registration. The Issuers and the Guarantors Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The Issuers and the Guarantors Company shall use their respective commercially its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their respective commercially reasonable its best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “"Effectiveness Period”"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “"Shelf Suspension Period”"), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Company and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers Company and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is one year following the effective date of such Shelf Registration Statement is declared effectiveStatement, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer the Company or a similar governing body of any parent company of the either Issuer Company (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use their respective commercially its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use their its respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement (the "Initial Shelf Registration Statement") for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “"Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ") on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than Registrable Securities to be included in the Guarantors Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their respective commercially its reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as soon as practicable after such Initial Shelf Registration is filed and, in any event, on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of when (i) 360 days after all the date that Registrable Securities are registered under the Shelf Registration Statement is declared effective, (iias defined below) the date on which all Registrable Securities covered by the Initial Shelf Registration and have been sold disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iii) all the Registrable Securities cease to be outstanding and (iv) two years have passed from the Closing Date (such shortest period being called the "Effectiveness Period"). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "New Requirements"), furnishes to the Company, upon request by the Company, any additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement or Prospectus included therein. Each Holder of Registrable Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made. Subject to the foregoing, at the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder at the time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration or, if applicable, Statement and the related Prospectus in such a Subsequent manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's securityholders (other than Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawStatement.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ) on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one excluding Underwritten Offerings) and set forth in the Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or more underwritten offeringsany Subsequent Shelf Registration (as defined below). The Issuers and the Guarantors Company shall use their respective its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date (A) that is two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i) 360 days after the date that the Shelf Registration Statement is declared effective), (ii) or (iii) immediately following, the date on which “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iiiii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended resold pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 144 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial or (B) a Subsequent Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company covering all of the either Issuer (each, a “Board”) determines reasonably and in good faith that Registrable Securities has been declared effective under the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawSecurities Act.

Shelf Registration. The Issuers and the Guarantors Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use their respective commercially its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use their respective commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, Issue Date (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly file or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") 90 days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution elected by them (including, without limitation, one or more underwritten offerings)the Holders and set forth in the Initial Shelf Registration Statement. The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is 150 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and 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, if required by the Securities Act or, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is 30 days after the date such post-effective amendment is required by this clause to be filed, (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i), and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company has failed to perform its obligations set forth in Section 2(d) hereof within the applicable time periods required therein, (iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof or (v) the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(i) (each of the events of a type described in any of the foregoing clauses (i) through (v) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the dates by which the Company is required to perform its obligations set forth in Section 2(d) in the case of clause (iii) (including the filing of any post-effective amendment prior to the Amendment Effectiveness Deadline Date), the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iv), and the date of the commencement of a Deferral Period that causes the limit on the number of Deferral Periods in any period under Section 3(i) hereof to keep be exceeded in the case of clause (v), being referred to herein as an "Event Date"). An Event shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: (1) the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), (2) the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in clause (iii), (3) 360 days after the date that the Company performs its obligations set forth in Section 2(d) in the case of an Event of the type described in clause (iii) (including, without limitation, the date the relevant post-effective amendment to the Shelf Registration Statement is declared effectiveeffective under the Securities Act), (ii4) termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iv), and (5) termination of the Deferral Period the commencement of which caused the number of Deferral Periods in a period permitted by Section 3(i) to be exceeded in the case of an Event of the type described in clause (v). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which all no Events have occurred and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then-outstanding Securities that are Registrable Securities covered by and of then-outstanding shares of Underlying Common Stock issued upon conversion of Securities that are Registrable Securities, as the Initial Shelf Registration have been sold in the manner set forth case may be, accruing, for each portion of such Damages Accrual Period beginning on and as contemplated in the Initial Shelf Registration including a Damages Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the Next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%) of the aggregate Applicable Principal Amount of such Securities and the aggregate Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii) of the immediately preceding paragraph, such Liquidated Damages Amount shall be extended paid only to the extent required Holders that have delivered Notice and Questionnaires that caused the Company to permit dealers incur the obligations set forth in Section 2(d or 3(i)), the non-performance of which is the basis of such Event; provided further, that any Liquidated Damages Amount accrued with respect to comply with any Securities or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Securities or portion thereof for redemption or conversion on the applicable prospectus delivery requirements redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of Rule 174 under the Securities Act and as otherwise provided hereinconversion). Notwithstanding anything the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security, (y) expiration of the Effectiveness Period, and (z) the Redemption Date on which such Registrable Security is purchased by the Company in connection with a Change of Control (as defined in Section 3.09(a) of the Indenture). The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the contrary Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amounts by the Company). The Trustee shall be entitled, on behalf of Holders of Securities or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 395 days of the Effectiveness Date closing date of the Acquisition and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) closing date of the date on which Acquisition or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”"EFFECTIVENESS PERIOD"); providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”"SHELF SUSPENSION PERIOD"), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company (or to the Parent Guarantor, if the Parent Guarantor's guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors Company shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors Company shall use their respective commercially its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their respective commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) 360 days two years after the date that Issue Date (the Shelf Registration Statement is declared effective"EFFECTIVENESS PERIOD"), (ii) the date on which or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Registration; providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Company in writing, at within 15 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Notes as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected agrees to furnish promptly to the continuing effectiveness thereof would require Company all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Company by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. (a) The Issuers Operating Partnership and the Guarantors Company shall promptly file prepare and file, or cause to be prepared and filed, with the SEC SEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) that is ninety (90) days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering under the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-11 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Holders. The Issuers Operating Partnership and the Guarantors Company shall use their respective commercially reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act on or prior to as promptly as practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the Issue Date and to (ii) keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the earliest expiration of (i) 360 days after the date that Effectiveness Period. At the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities covered by time the Initial Shelf Registration have been sold in Statement becomes effective under the manner set forth and Securities Act, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as contemplated a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. (b) Subject to Section 3(i) below, if any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Operating Partnership and the Company shall use their reasonable best efforts to promptly cause such Shelf Registration Statement to become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and in any event shall, within thirty (30) days of such cessation of effectiveness, (i) amend such Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or (ii) file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing (or, if applicableregistration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their securities that are Registrable Securities as of the time of such filing). If a Subsequent Shelf Registration Statement is filed, the Operating Partnership and the Company shall use their reasonable best efforts to (A) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as practicable after such filing, but in no event later than the Subsequent Shelf Registration Statement Effectiveness Deadline Date and (B) keep such Subsequent Shelf Registration Statement (or another Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be on Form S-11 or Form S-3 or another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders. (c) The Operating Partnership and the Company shall supplement and amend any Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Operating Partnership and the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement. (d) (i) Each Holder of Registrable Securities agrees that, if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a completed and executed Notice and Questionnaire to the Operating Partnership and the Company prior to any attempted or actual distribution of Registrable Securities under a Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement becomes effective under the Securities Act, the Operating Partnership and the Company shall, as promptly as practicable after the date such Holder became a Notice Holder, and in any event, subject to clause (B) below, within the later of (x) ten (10) Business Days after such date or (iiiy) ten (10) Business Days after the expiration of any Suspension Period that either (I) is in effect when such Holder became a Notice Holder or (II) is put into effect within ten (10) Business Days after the date on which all such Holder became a Notice Holder, (A) if required by applicable law, file with the SEC a supplement to the related Prospectus or a post-effective amendment to the Shelf Registration Statement or file with the SEC a Subsequent Shelf Registration Statement and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the SEC so that such Notice Holder is named as a selling securityholder in a Shelf Registration Statement and the related Prospectus in such a manner as to permit such Notice Holder to deliver a Prospectus to purchasers of the Registrable Securities have been otherwise sold (the “Effectiveness Period”)in accordance with applicable law; provided, however, that that, if a post-effective amendment or a Subsequent Shelf Registration Statement is required by the Effectiveness Period in respect rules and regulations of the Initial SEC in order to permit resales by such Notice Holder, the Operating Partnership and the Company shall not be required to file more than one (1) post-effective amendment or Subsequent Shelf Registration Statement for such purpose in any thirty (30) day period; (B) if, pursuant to Section 2(d)(i)(A), the Operating Partnership and the Company shall be extended have filed a post-effective amendment to the extent required Shelf Registration Statement or filed a Subsequent Shelf Registration Statement, the Operating Partnership and the Company shall use their reasonable best efforts to permit dealers cause such post-effective amendment or Subsequent Shelf Registration Statement, as the case may be, to comply with the applicable prospectus delivery requirements of Rule 174 become effective under the Securities Act as promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date,” in the case of a post-effective amendment) that is thirty (30) days after the date such post-effective amendment, is required by this Section 2(d) to be filed with the SEC and as otherwise provided herein. Notwithstanding anything to by the contrary in this Agreement, at any time, date (the Issuers may delay the filing of any Initial “Subsequent Shelf Registration Statement or delay or suspend Effectiveness Deadline Date,” in the effectiveness thereof, for case of a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Subsequent Shelf Registration or Statement) that is sixty (60) days after the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of date such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action Subsequent Shelf Registration Statement is required by this Section 2(d) to be filed with the SEC; (C) the Operating Partnership and the Company shall provide such Notice Holder a reasonable number of copies of any documents filed pursuant to clause (A) above; (D) the Operating Partnership and the Company shall notify such Notice Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment or Subsequent Shelf Registration Statement filed pursuant to clause (A) above; (E) if such Holder became a Notice Holder during a Suspension Period, or a Suspension Period is put into effect within five (5) Business Days after the date such Holder became a Notice Holder, the Operating Partnership and the Company shall so inform such Notice Holder and shall take the actions set forth in clauses (A), (B), (C) and (D) above within ten (10) Business Days after expiration of such Suspension Period in accordance with Section 3(i); and (F) if, under applicable law, the Operating Partnership and the Company has more than one option as to the type or manner of making any such filing, the Operating Partnership and the Company shall make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of a Prospectus for effecting resales of Registrable Securities.

Shelf Registration. The Issuers and (a) Within ninety (90) days of the Guarantors shall promptly "Effective Date" of the Plan of Reorganization (as that term is defined in the Plan of Reorganization),or such longer time as may be required to prepare the necessary financial statements (but in no event more than one hundred eighty (180) days after the Effective Date of the Plan of Reorganization), the Company will file with the SEC Commission, at the Company's expense, a Registration Statement for "shelf" registration statement (or statements) on an offering to be made on a continuous basis appropriate form pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior covering all Registerable Securities (the "Shelf Registration"). The Company shall use its best efforts to have the Effectiveness Date Shelf Registration declared effective as promptly as practicable after such filing and to keep the Initial Shelf Registration continuously effective under for the Shelf Registration Period. The Company shall, to the extent necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) to keep the Shelf Registration effective during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company, by the instructions applicable to such registration form or by the Securities Act until or the earliest rules and regulations thereunder or as reasonably requested by any Holder. The Company shall furnish to the Holders copies, in substantially the form proposed to be used and/or filed, of any such supplement or amendment at least fifteen (15) days prior to its being used and/or filed with the Commission. The Company hereby consents to the use (in compliance with applicable law) of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registerable Securities in connection with the offering and sale of the Registerable Securities covered by the prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses incurred in connection with the Shelf Registration, whether or not it becomes effective. In no event shall the Shelf Registration include securities other than Registerable Securities, unless the Holders of all Registerable Securities consent to such inclusion. (b) Each Holder agrees that it will not sell any Registerable Securities pursuant to the Shelf Registration during any Blackout Period. The Company agrees to use its best efforts (i) 360 days after the date to ensure that the Shelf Registration Statement there is declared effectivenot more than one Blackout Period in any 12-month period, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth to cause each Blackout Period to end as soon as reasonably practicable and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold to ensure that no Blackout Period exceeds thirty (the “Effectiveness Period”); provided, however, 30) consecutive days. The Company further agrees that the Effectiveness Period in respect no other holder of any shares of the Initial Company's capital stock will be permitted to sell any such shares of the Company's capital stock pursuant to a registration statement during a Blackout Period. If one or more Blackout Periods occur, the Shelf Registration Period shall be extended to the extent required to permit dealers to comply by such number of days coincident with the aggregate number of days included in all Blackout Periods. Subject to compliance with applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any timelaws, the Issuers may delay Company shall use its best efforts to provide the filing Holders with reasonable notice of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith an anticipated Blackout Period prior to that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawBlackout Period commencing.

Shelf Registration. The Issuers and the Guarantors shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any Notes other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) 360 days two years after the date that Issue Date (the Shelf Registration Statement is declared effective"EFFECTIVENESS PERIOD"), (ii) the date on which or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Registration; providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Company in writing, at within 15 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Notes as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected agrees to furnish promptly to the continuing effectiveness thereof would require Company all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Company by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days two years after the date that the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such BoardBoards, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “"Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ") on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them them. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (including, without limitation, one or more underwritten offeringsas defined below). The Issuers and the Guarantors Company shall use their respective commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest of date that is two years from the Closing Date (as it may be shortened pursuant to clause (i) 360 days after the date that the Shelf Registration Statement is declared effective, or clause (ii) immediately following, the date on which "Effectiveness Period"), or such shorter period ending when (i) all the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iiiii) the date on which all the Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect x) held by Persons who are not affiliates of the Initial Shelf Registration shall Company may be extended resold pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 144(k) under the Securities Act and as otherwise provided herein. Notwithstanding anything or (y) cease to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial be outstanding or (iii) a Subsequent Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company covering all of the either Issuer (each, a “Board”) determines reasonably and in good faith that Registrable Securities has been declared effective under the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawSecurities Act.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is three years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Notes Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Notes Issuer, would be detrimental to either the Notes Issuer (or to any of the Parent Guarantors, if such Parent Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration as promptly as practicable and, in any event, on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereofthereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the disclosure of non-public material information that, in the reasonable judgment of such Board, that would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Company and the Guarantors shall use their reasonable best efforts to promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company and the Guarantors shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is one (1) year from the Shelf Registration Statement is declared effective, Issue Date and (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinRegistration. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company and the Guarantors may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer the Company or a similar governing body of any parent company of the either Issuer (each, a “Board”) Parent determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company or any of the Guarantors if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors shall Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their respective commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date which is two years from the Issue Date or such shorter period ending when (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration oror cease to be outstanding, if applicable, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or (iii) an earlier Subsequent Shelf Registration has been declared effective under the date on which all Registrable Securities have been otherwise sold Act (the “Effectiveness Period”); , provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the contrary Company in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure Prospectus or preliminary prospectus included therein. No holder of non-public material information thatRegistrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, in the reasonable judgment of such Board, would be detrimental to either Issuer if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawnecessary in order to make the statements therein not misleading.

Shelf Registration. (i) The Issuers Company shall prepare and the Guarantors shall promptly file with the SEC Commission on or prior to the Filing Date a Registration Statement for an a resale offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Holders. The Issuers and the Guarantors Company shall use their respective commercially its reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective Continuously Effective under the Securities Act until the earliest of Expiration Date (the "Effectiveness Period"), or such shorter period ending when (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in sold, or (ii) a Subsequent Shelf Registration covering all of the manner set forth and as contemplated in Registrable Securities has been declared effective under the Securities Act. (ii) If the Initial Shelf Registration oror any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Registrable Securities registered thereunder), if applicablethe Company shall use its reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within forty-five (45) business days of such cessation of effectiveness amend the Initial or Subsequent Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" Registration Statement pursuant to Rule 415 covering all of the Registrable Securities (a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration or is filed, the Company shall use its reasonable efforts to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Registration Statement Continuously Effective until the end of the Effectiveness Period. (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of The Company shall supplement and amend the Initial Shelf Registration shall be extended or Subsequent Shelf Registration, as the case may be, if required by the rules, regulations or instructions applicable to the extent registration form used by the Company for such Shelf Registration, if required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under by the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawAct.

Shelf Registration. The Issuers and the Guarantors shall as reasonably promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors guarantees thereof to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary in this Agreement, at any time, extent that the Issuers may delay applicable provisions of Rule 144(k) are amended or revised to reduce the filing of any two year holding period set forth therein. In the event that the Company is required to file an Initial Shelf Registration Statement or delay or suspend solely as a result of the effectiveness thereof, for a reasonable period of timematters referred to in clause 2(c)(ii) hereof, but not in excess the Exchange Offer is subsequently completed prior to the sale of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any all Registrable Securities eligible to be sold under such Initial Shelf Registration Statement, upon consummation of the Exchange Offer the Company will no longer be required to file, have declared effective or continue the continuing effectiveness thereof would require of the disclosure of non-public material information thatInitial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), in the reasonable judgment of such Board(iii), would be detrimental to either Issuer if so disclosed (iv) or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law(v) hereof).

Shelf Registration. (a) The Issuers Issuer and the Guarantors Guarantor shall promptly prepare and file with the SEC SEC, within 90 days after the Issue Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the “Initial "Shelf Registration”Registration Statement"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable the Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them the Holders of a majority in aggregate principal amount of the outstanding Transfer Restricted Securities (including, without limitation, one or more an underwritten offeringsoffering). The Issuers Issuer and the Guarantors Guarantor shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuer and the Guarantor shall use their respective commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective under (the "Effective Time") pursuant to the Securities Act on or prior to 60 days after the Effectiveness Date filing of such Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the earliest earlier of (i) 360 days the date which is 24 months after the date that the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which that all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orStatement, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable that there ceases to be outstanding any Transfer Restricted Securities have been otherwise sold (the “"Effectiveness Period”"); providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration no Holder shall be extended entitled to have the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Transfer Restricted Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial held by it covered by such Shelf Registration Statement or delay or suspend unless such Holder is in compliance with Section 4(s). (b) If at any time prior to the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company end of the either Effectiveness Period, the Convertible Preferred Securities are convertible into securities other than Underlying Common Stock, the Issuer (each, a “Board”) determines reasonably and the Guarantor shall cause such securities to be included in good faith that the filing of any such Initial Shelf Registration or Statement no later than the continuing effectiveness thereof would require date on which the disclosure of non-public material information that, in the reasonable judgment of Convertible Preferred Securities may first be converted into such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawsecurities.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors or the members or Board of Managers, as applicable, of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors or the members or Board of Managers, as applicable, of each Issuer, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “"Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ") on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsexcluding Underwritten Offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days date that is two years after the date that the Shelf Registration Statement is declared effectiveClosing Date, (ii) or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii), (iii) or (iv) immediately following, the "Effectiveness Period"), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iiiii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Issuers may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended resold pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 144 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial or (iv) a Subsequent Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company covering all of the either Issuer (each, a “Board”) determines reasonably and in good faith that Registrable Securities has been declared effective under the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawSecurities Act.

Shelf Registration. The Issuers and Issuer shall as promptly as practicable after the Guarantors shall promptly date of the Shelf Notice but in any case no later than the Shelf Filing Deadline use its reasonable best efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use their respective commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date Deadline and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “"Shelf Effectiveness Period”"); provided, however, that the Shelf Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 an aggregate of 90 days in any consecutive days or more than three twelve month period (3) times during any calendar year (each, a “"Shelf Suspension Period”"), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) Upon the expiration of a one hundred fifty (150) day period after the closing of the Merger, QuadraMed shall file a registration statement on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the Holders (the "Shelf Registration"). The Issuers and Shelf Registration shall register the Guarantors shall promptly file with the SEC a Registration Statement Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers Act and the Guarantors QuadraMed shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to as soon as practicable after the Effectiveness Date expiration of a one hundred eighty (180) day period after the closing of the Merger and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest Termination Date. (b) QuadraMed will supplement and/or amend the Shelf Registration for subsequent distribution arrangements as some or all of the Holders may arrange from time to time. QuadraMed shall further supplement and amend the Shelf Registration as required by the rules, regulations or instructions applicable to the registration form used by QuadraMed for such Shelf Registration, or if required by the Securities Act. (c) Upon thirty (30) days prior written notice to QuadraMed by Stockholders holding a majority of the Registrable Securities issued to the Stockholders in the Merger, the distribution arrangements referenced in subsection (b) above may include one (1) offering underwritten by an underwriter or underwriters selected by QuadraMed, subject to the reasonable approval of the Stockholders (the "Secondary Offering"). The amount of Registrable Securities to be included in the Secondary Offering and the timing of the Secondary Offering will depend upon market conditions, as determined by the lead underwriter in its reasonable discretion. QuadraMed will not include any shares of QuadraMed Common Stock for its own account in the Secondary Offering. QuadraMed may invite other holders of QuadraMed's Common Stock or securities convertible or exchangeable therefor whose securities have been registered or are proposed to be registered on Form S-3 by QuadraMed (the "Other Participants") to participate in the Secondary Offering. Such holders may execute counterpart signature pages to this Agreement and thereby become parties hereto, and shall be subject to the duties and obligations set forth herein. The right of any Stockholder or Other Participant to include its Registrable Securities in the Secondary Offering shall be conditioned upon such underwriting and inclusion of such Stockholder's or Other Participant's Registrable Securities in the underwriting. All Stockholders and Other Participants proposing to distribute their securities through such underwriting in the Secondary Offering shall enter into an underwriting agreement in customary form with the lead underwriter selected by QuadraMed. Notwithstanding any of the provisions of this Section 2, if the lead underwriter in its reasonable discretion advises QuadraMed that market factors require a limitation on the number of Registrable Securities to be included, then QuadraMed shall advise all Stockholders and Other Participants holding Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Stockholders and the Other Participants on a pro rata basis based on the number of underlying securities held by all such Stockholders and Other Participants; provided, that the Registrable Securities included in the Offering and owned by the Stockholders shall not constitute less than fifty percent (50%) of the shares offered in the Secondary Offering. QuadraMed may invite other holders of QuadraMed's Common Stock other than the Holders to participate in the Secondary Offering, provided that (i) 360 days the Stockholders and the Other Participants shall have priority for participation in the Secondary Offering in the event of an underwriter's cutback and (ii) any other such holder electing to participate agrees to reasonable and customary lock-up provisions applicable to the period prior to and after the date that Secondary Offering, enters into an underwriting agreement in customary form with the underwriter and complies with the reasonable terms and conditions set forth by the underwriter. (d) If, in the judgment of QuadraMed, it is advisable to suspend or delay the use of the prospectus included in the Shelf Registration Statement for a discrete period of time due to (i) pending material corporate developments or similar material information that have not yet been publicly disclosed and as to which QuadraMed in good faith believes public disclosure is declared effectivereasonably likely to be detrimental to QuadraMed, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration ordue to a pending or proposed offering of QuadraMed's securities, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in QuadraMed's good faith determination that initiating the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, Secondary Offering would be detrimental to either Issuer if so disclosed QuadraMed and its stockholders, QuadraMed shall deliver a certificate in writing, signed by the Chief Executive Officer or would otherwise materially adversely affect Chairman of QuadraMed, to the Stockholders and Other Participants to the effect of the foregoing and, upon such notice, QuadraMed may suspend use of the Shelf Registration until a financingsupplemented or amended prospectus is filed with the SEC, acquisitionor until the Stockholders and Other Participants are advised in writing by QuadraMed that the prospectus may be used. QuadraMed will use its reasonable and diligent efforts to insure that the use of the prospectus may be resumed, dispositionand that the use of the Shelf Registration will commence, merger or other material transaction or such action is required by applicable lawas soon as practicable, but in no event may QuadraMed suspend use of the Shelf Registration for more than ninety (90) days in each one (1) year period following the Effective Date.

Shelf Registration. The Issuers and the Guarantors Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use their respective commercially its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use their respective commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effectiveIssue Date, or (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes (and the Guarantors related Guarantees) to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date 90th day following the delivery of the Shelf Notice and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is one year from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become Freely Tradable. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three in any twelve-month period (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Promptly upon the Request of the Holders (but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to promptly process, file and the Guarantors shall promptly file with the SEC cause to become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities, whether or prior not under the Shelf (such Eligible Holder's "Termination Date"). The Company agrees to the Effectiveness Date and use its reasonable best efforts to keep the Initial Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Shelf . Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that the Shelf Registration Statement is declared effectiveStatement, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Wyndham may delay the filing of any Initial a Shelf Registration Statement Statement, or delay or suspend (B) from and after the effectiveness thereofof a Shelf Registration Statement, for a reasonable period each Holder agrees that it will not effect any sales of timethe Registrable Securities pursuant to the Shelf Registration, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)either case, if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Wyndham determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawin the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. The Issuers and the Guarantors shall as reasonably promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors guarantees thereof to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything In the event that the Company is required to the contrary in this Agreement, at any time, the Issuers may delay the filing of any file an Initial Shelf Registration Statement or delay or suspend solely as a result of the effectiveness thereof, for a reasonable period of timematters referred to in clause 2(c)(ii) hereof, but not in excess the Exchange Offer is subsequently completed prior to the sale of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any all Registrable Securities eligible to be sold under such Initial Shelf Registration Statement, upon consummation of the Exchange Offer the Company will no longer be required to file, have declared effective or continue the continuing effectiveness thereof would require of the disclosure of non-public material information thatInitial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), in the reasonable judgment of such Board(iii), would be detrimental to either Issuer if so disclosed (iv) or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law(v) hereof).

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsoffering). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 360 days of the Effectiveness Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than days, three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; provided, however, that any Shelf Registration Suspension Period shall extend the number of days the Shelf Registration Statement or Prospectus is available by an amount equal to the number of days in such Shelf Suspension Period.

Shelf Registration. The Issuers and the Guarantors Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees and the Senior Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use their its respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, Issue Date (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers Promptly upon the Request of the Holders ------------------------ (but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to promptly process, file and the Guarantors shall promptly file with the SEC cause to become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf until the date that such Eligible Holder sells all of such Registrable Securities, whether or prior not under the Shelf (such Eligible Holder's "Termination Date"). The Company agrees to the Effectiveness Date and use its reasonable best efforts to keep the Initial Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Shelf. Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that the Shelf Registration Statement is declared effectiveStatement, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Wyndham may delay the filing of any Initial a Shelf Registration Statement Statement, or delay or suspend (B) from and after the effectiveness thereofof a Shelf Registration Statement, for a reasonable period each Holder agrees that it will not effect any sales of timethe Registrable Securities pursuant to the Shelf Registration, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)either case, if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Wyndham determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawin the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly file or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event by the date (the "Filing Deadline") 120 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial a "Shelf Registration”Registration Statement"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 F-3 or another appropriate form permitting registration of such the Registrable Securities for resale by the Holders in accordance with the manner or manners designated methods of distribution elected by them (includingthe Holders and set forth in the Shelf Registration Statement; provided, however that in no event shall such method of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior written consent of the Company. The Issuers Company shall use its commercially reasonable efforts to cause a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline") that is 210 days after the Issue Date, and to keep a Shelf Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date five Business Days prior to the date the initial Shelf Registration Statement is declared effective shall be named as a selling security holder in the initial Shelf Registration Statement and the Guarantors related Prospectus in such a manner as to permit such Holder to deliver or make available the Prospectus to purchasers of Registrable Securities in accordance with applicable law. Only Registrable Securities shall be included in a Shelf Registration Statement. (b) If a Shelf Registration Statement covering resales of the Registrable Securities ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use their respective its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement so that all Registrable Securities outstanding as of the date of such filing are covered by a Shelf Registration Statement. If a new Shelf Registration Statement is filed pursuant to this Section 2(b), the Company shall use its commercially reasonable efforts to cause the new Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Shelf Registration Statement continuously effective until the end of the Effectiveness Period. (c) The Company shall amend and supplement the Prospectus and/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 file a new Shelf Registration Statement, if required by the Securities Act or as necessary and reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement to correct any material misstatements or omissions with respect to any Holder as necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below. (d) Each Holder may sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus only in accordance with this Section 2(d) and Section 3(h). Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus shall deliver a Notice and Questionnaire to the Company at least 10 Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the initial Shelf Registration Statement is declared effective, 5 the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered pursuant to Section 8(c) hereof, and in any event on or before the later of (x) five Business Days after such delivery date or (y) five Business Days after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within five Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file a new Shelf Registration Statement or any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in a Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver or make available such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to a Shelf Registration Statement or shall file a new Shelf Registration Statement, the Company shall use its commercially reasonable efforts to cause such post-effective amendment or new Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline") that is 45 days after the date such post-effective amendment or new Shelf Registration Statement is required by this Section 2(d) to be filed; provided, however, that the Shelf Registration Statement shall include the disclosure required by Rule 430B under the Securities Act in order to enable the Company to add selling security holders on to the Shelf Registration Statement pursuant to the filing of prospectus supplements; and provided further, if the Company is then able to name a selling security holder to the Shelf Registration Statement by means of either a supplement to the related prospectus or a post-effective amendment, the Company shall file a prospectus supplement to name the Holder as a selling security holder in the Shelf Registration Statement; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any new Shelf Registration Statement or post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(h); and provided, further, that in no event will the Company be required to file more than one such amendment to the Shelf Registration Statement in any calendar quarter for all such Holders. Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline shall be extended by ten Business Days from the expiration of a Deferral Period. (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if: (i) the initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline, (ii) the initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Date and Deadline, (iii) the Company has failed to keep perform its obligations set forth in Section 2(d)(i) within the Initial time period required therein, (iv) a post-effective amendment to a Shelf Registration continuously Statement filed pursuant to Section 2(d)(i) has not become effective under the Securities Act until on or prior to the earliest Amendment Effectiveness Deadline, or (v) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof. Each event described in any of the foregoing clauses (i) 360 days after through (vi) is individually referred to herein as a "Registration Default." For purposes of this Agreement, each Registration Default set forth above shall begin and end on the dates set forth in the table set forth below: (i) Filing Deadline the date that the initial Shelf Registration Statement is declared effective, filed (ii) Effectiveness Deadline the date the initial Shelf Registration Statement becomes effective under the Securities Act (iii) the date by which the Company is the date the Company performs its required to perform its obligations obligations set forth in Section 2(d)(i) under Section 2(d)(i) (iv) the Amendment Effectiveness Deadline the date the applicable post-effective amendment to a Shelf Registration Statement becomes effective under the Securities Act (v) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect aggregate duration termination of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company Deferral Period of the either Issuer (each, a “Board”Deferral Periods in any period exceeds that caused the limit on the aggregate duration the number of days permitted by Section 3(h) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would Deferral Periods to be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.exceeded

Shelf Registration. The Issuers and the Guarantors shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Securities and Exchange Securities as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall not permit any Securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) 360 days two years after the date that Issue Date (the Shelf Registration Statement is declared effective“Effectiveness Period”), (ii) the date on which or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Registration; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Issuers in writing, at any timewithin 15 business days after receipt of a request therefor, such information as the Issuers may delay the filing of reasonably request for use in connection with any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Securities as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected agrees to furnish promptly to the continuing effectiveness thereof would require Issuers all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Issuers by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers and the Guarantors shall use their reasonable best efforts to promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two (2) years from the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold one year after such shelf registration statement becomes effective (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors Managers or Board of each Issuer or a similar governing body Directors, as applicable, of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Managers or Board of Directors, as applicable, of either Issuer, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly file with the SEC Securities and Exchange Commission (the “Commission”) in no event later than 90 days (such 90th day being a “Filing Deadline”) after the latest date on which the Initial Purchasers purchase the Notes pursuant to the Purchase Agreement (the “Closing Date”), a Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act of 1933, as amended (the “Securities Act”) (a “Shelf Registration Statement”), registering the resale from time to time by Holders thereof (who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement) of all of the Registrable Securities (defined herein) (the “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another an appropriate form under the Securities Act permitting registration of such Registrable Securities for resale by such Holders from time to time in accordance with the methods of distribution elected by the Holders and set forth in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Initial Shelf Registration Statement. The Issuers and the Guarantors Company shall use their respective all commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to as promptly as is practicable but in any event within one hundred and eighty (180) days after the Closing Date (the “Effectiveness Date Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until to permit the earliest prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the Closing Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) 360 days after have been transferred pursuant thereto or Rule 144 under the date Securities Act, or any successor rule thereof, (ii) are, with respect to such securities held by non-affiliates of the Company, eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof or (iii) have ceased to be outstanding (such period, the “Effectiveness Period”). Subject to Section 2(h) hereof, the Company shall be deemed not to have used all commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. At the time the Initial Shelf Registration Statement is declared effective, each Holder who has provided the Company with an appropriately completed Notice and Questionnaire (iias defined herein) on or prior to the date on which all five (5) Business Days prior to such time of effectiveness and who holds Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and Securities, shall be named as contemplated a selling securityholder in the Initial Shelf Registration or, if applicable, Statement and the related prospectus in such a Subsequent manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration or Statement. (iiib) If the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay any Subsequent Shelf Registration Statement (defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder have been resold pursuant thereto or suspend have otherwise ceased to be Registrable Securities), the Company shall use all commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, for and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a reasonable period manner reasonably expected to obtain the withdrawal of timethe order suspending the effectiveness thereof, but not in excess or file an additional Shelf Registration Statement covering all of 60 consecutive days or more than three the securities that as of the date of such filing are Registrable Securities (3) times during any calendar year (each, a “Subsequent Shelf Suspension PeriodRegistration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use all commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and 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, if required by the Board Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by (i) the Initial Purchasers in the event that it is participating in the Shelf Registration Statement or (ii) the Trustee on behalf of Directors of each Issuer or a similar governing body of any parent company majority in interest of the either Issuer registered Holders. (eachd) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so only in accordance with this Section 1(d) and Section 2(h). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a “Board”Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) determines reasonably Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and in good faith that after the filing of any such date the Initial Shelf Registration or Statement is declared effective, the continuing effectiveness thereof would require Company shall, as promptly as practicable after the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer date a Notice and Questionnaire is delivered (i) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use all commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to clause (i) of this Section 1(d); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) of this Section 1(d); provided that if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 2(h)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 2(h). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that has not submitted a Notice and Questionnaire to the Company as a selling securityholder in any Shelf Registration Statement or related prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest (as defined in Section 5(a)) during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date. Any Holder who, subsequent to the date the Initial Shelf Registration Statement is declared effective, provides a Notice and Questionnaire required by this Section 1(d) pursuant to the provisions of this Section (whether or not such Holder has supplied the Notice and Questionnaire at the time the Initial Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement and/or related prospectus, each as amended or supplemented, in accordance with the requirements of this Section 1(d). (e) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement and as of the date of filing any amendment or supplement, as applicable, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (f) As used in this Agreement, the following terms shall have the following meanings:

Shelf Registration. The Issuers and the Guarantors Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities that are subject to the Shelf Notice (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Issuer shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, Issue Date or (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if (i) an event or circumstance occurs and is continuing as a result of which the Initial Shelf Registration Statement or Subsequent Shelf Registration, the related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the reasonable and good faith judgment of the board of directors (the “Board of Directors”) of the Issuer, contain 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, and (ii) the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is three years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Notes Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Notes Issuer, would be detrimental to either the Notes Issuer (or to any of the Parent Guarantors, if such Parent Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ) on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one excluding Underwritten Offerings) and set forth in the Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or more underwritten offeringsany Subsequent Shelf Registration (as defined below). The Issuers and the Guarantors Company shall use their respective commercially reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date (A) that is two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i) 360 days after the date that the Shelf Registration Statement is declared effective), (ii) or (iii) immediately following, the date on which “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iiiii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or any successor provision or (y) cease to be outstanding, (iii) all the Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended resold pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 144 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial or (B) a Subsequent Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company covering all of the either Issuer (each, a “Board”) determines reasonably and in good faith that Registrable Securities has been declared effective under the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawSecurities Act.

Shelf Registration. The Issuers Issuer shall (i) privately exchange the Notes for Exchange Notes issued pursuant to the Indenture (such Exchange Notes to contain any appropriate restrictive legends as required by law) (a "SHELF EXCHANGE") and the Guarantors shall (ii) as promptly as reasonably practicable file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes issued in the Shelf Exchange (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors Issuer shall use their respective commercially reasonable efforts to file with the SEC Commission the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective, supplemented, amended and current under the Securities Act on or prior to the Filing Effectiveness Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such all Exchange Notes constituting Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in any Shelf Registration. Subject to any Blackout Period, the Issuer shall use their respective commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective effective, supplemented, amended and current under the Securities Act until the earliest of date that is two years from the Closing Time (the "EFFECTIVENESS PERIOD") or such shorter period ending when (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, or (ii) a Subsequent Shelf Registration or (iiias defined) covering all of the date on which all Registrable Notes has been declared effective under the Securities have been otherwise sold (the “Effectiveness Period”)Act; providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to by the extent required to permit dealers to comply with the applicable prospectus delivery requirements number of Rule 174 days in any Blackout Period. Any Exchange Notes issued under the Securities Act Indenture in connection with a Shelf Exchange will vote and consent together on all matters as otherwise provided herein. Notwithstanding anything to the contrary in this Agreementone class with Holders of Notes, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)Exchange Notes and Private Exchange Notes, if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, any. Interest on Registrable Notes issued in the reasonable judgment of such BoardShelf Exchange will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor or, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financingno interest has been paid on the Notes, acquisition, disposition, merger or other material transaction or such action is required by applicable lawthen from the Closing Time.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 395 days of the Effectiveness Date closing date of the Acquisition and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) closing date of the date on which Acquisition or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”"EFFECTIVENESS PERIOD"); providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”"SHELF SUSPENSION PERIOD"), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors applicable Issuer shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes for the applicable Series of Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Such Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and applicable Issuer shall not permit any securities other than the Guarantors Registrable Notes of the applicable Series of Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The applicable Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness first anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is three years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that a Series of Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers applicable Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company (or to the Parent Guarantors, if the Parent Guarantors’ guarantee of such Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a ------------------ Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts -------------------------- to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is two years from the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (i) 360 days after the date that the Shelf Registration Statement is declared effective"Effectiveness Period"), (ii) the date on which -------------------- or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Registration; provided, however, that the Effectiveness Period in respect of the Initial -------- ------- Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such holder furnishes to the contrary Issuers in this Agreementwriting, at any timeafter receipt of a request therefor, such information as the Issuers may delay the filing of reasonably request for use in connection with any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during preliminary prospectus included therein. No Holder shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected will be required to agree to furnish promptly to the continuing effectiveness thereof would require Issuers all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Issuers by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 395 days of the Effectiveness Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is three years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Additional Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Notes Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Notes Issuer, would be detrimental to either the Notes Issuer (or to any of the Parent Guarantors, if such Parent Guarantor’s guarantee of the Additional Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers (a) At any time after the earlier of (x) 180 days after the effective date of the registration statement for the IPO and (y) the Guarantors expiration of the period during which the managing underwriters for the IPO shall promptly prohibit the Issuer from effecting any other public sale or distribution of Registrable Securities, Buyer or L Brands may make a written request (a “Shelf Request”) to the Issuer to file with the SEC a Shelf Registration Statement for an offering Statement, which Shelf Request shall specify the aggregate amount of Registrable Securities to be made on registered therein and the intended methods of distribution thereof (any such requested Shelf Registration Statement, a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and . (b) Following the Guarantors shall use their respective commercially reasonable efforts delivery of a Shelf Request, the Issuer shall, subject to Section 10.02(f), (i) file as promptly as reasonably practicable (and, in any event, within 30 days following delivery of such Shelf Request) with the SEC the Initial a Shelf Registration on or Statement (which shall be an automatic Shelf Registration Statement if the Issuer qualifies at such time to file such a Shelf Registration Statement) relating to the offer and sale of all Registrable Securities from time to time in accordance with the methods of distribution stated in the Shelf Request and set forth in the Shelf Registration Statement (provided, however, that if a Shelf Request is delivered prior to the Filing Date. The Initial expiration of the Lock-up Period, the Issuer shall not be obligated to file, but shall be obligated to prepare, such Shelf Registration shall be on Form S-1 or another appropriate form permitting registration Statement prior to the expiration of such Registrable Securities for resale by Holders in the manner or manners designated by them Lock-up Period) and (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall ii) use their respective commercially its reasonable best efforts to cause the such Shelf Registration Statement to be declared become effective under the Securities Act on or prior to the Effectiveness Date and as promptly as reasonably practicable. (c) The Issuer shall use its reasonable best efforts to keep the Initial any Shelf Registration Statement filed pursuant to Section 10.02(b) continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable in connection with any Shelf Take-Down (as defined below) until the earliest date as of (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (pursuant to the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 Statement or another Registration Statement filed under the Securities Act and as otherwise provided herein. Notwithstanding anything (but in no event prior to the contrary applicable period referred to in this Agreement, at any time, Section 4(a)(3) of the Issuers may delay the filing Securities Act and Rule 174 thereunder) or otherwise cease to be Registrable Securities. (d) Shelf Take-Downs. (i) An offering or sale of any Initial Registrable Securities pursuant to a Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension PeriodTake-Down”) may, subject to Section 10.02(f), be initiated at any time by Buyer or L Brands. (ii) If Buyer or L Brands elects by written request to the Issuer, a Shelf Take-Down shall be in the form of an underwritten offering (such written request, an “Underwritten Shelf Take-Down Request”) and the Issuer shall amend or supplement the Shelf Registration Statement for such purpose as soon as practicable. (iii) Promptly upon delivery of an Underwritten Shelf Take-Down Request, the Issuer shall include in such Shelf Take-Down all such Registrable Securities that are requested to be included on such Shelf Take-Down. (e) The Issuer shall be liable for and pay all Registration Expenses in connection with any Shelf Registration and any Shelf Take-Down. All Selling Expenses incurred in connection with any Shelf Registration and any Shelf Take-Down shall be borne by Buyer or L Brands, as applicable. (f) Upon notice to the Requesting Shareholder who made the request for such Demand Registration, the Issuer may defer taking action with respect to a registration pursuant to Section 10.01 or Section 10.02 on two occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 30 days (which period may not be extended or renewed), if the Board Issuer has determined (i) after consultation with an investment banking firm of Directors recognized national standing and such firm shall have advised the Issuer in writing, that effecting such registration would materially and adversely affect an offering of each securities of the Issuer the preparation of which had then been commenced, (ii) such registration would materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Issuer, (iii) such registration would require premature disclosure of material information that the Issuer has a similar governing body bona fide business purpose for preserving as confidential, or (iv) such registration would render the Issuer unable to comply with requirements under the Securities Act or Exchange Act. Any such determination under the foregoing clauses (ii), (iii), or (iv) shall be evidenced by a resolution of the board of directors of the Issuer and delivered at such time to Investor. Any such deferral shall terminate at such earlier time as the filing or continued use of the applicable Registration Statement would no longer so affect, interfere, require such premature disclosure or so render the Issuer unable to comply. The Issuer shall not register any securities for its own account or that of any parent company of other stockholder during the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment period of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or deferral other material transaction or such action is required by applicable lawthan an Excluded Registration (as defined below).

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement (the "INITIAL SHELF REGISTRATION STATEMENT") for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration "INITIAL SHELF REGISTRATION") on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than Registrable Securities to be included in the Guarantors Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their respective commercially its reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as soon as practicable after such Initial Shelf Registration is filed and, in any event, on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of when (i) 360 days after all the date that Registrable Securities are registered under the Shelf Registration Statement is declared effective, (iias defined below) the date on which all Registrable Securities covered by the Initial Shelf Registration and have been sold disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iii) all the Registrable Securities cease to be outstanding and (iv) two years have passed from the Closing Date (such shortest period being called the "EFFECTIVENESS PERIOD"). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "NEW REQUIREMENTS"), furnishes to the Company, upon request by the Company, any additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement or Prospectus included therein. Each Holder of Registrable Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made. Subject to the foregoing, at the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder at the time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration or, if applicable, Statement and the related Prospectus in such a Subsequent manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's securityholders (other than Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawStatement.

Shelf Registration. The Issuers and the Guarantors Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use their respective commercially its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall include in the Prospectus included in the Shelf Registration Statement (or if permitted by SEC Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to SEC Rule 430B(f)) that is delivered to any Holder pursuant to Sections 5(f) and 5(g), the names of the Holders, who propose to sell Exchange Securities pursuant to the Shelf Registration Statement, as selling securityholders. The Issuer shall use their its respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, Issue Date or (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration ------------------ Statement (the "Initial Shelf Registration Statement") for an offering to be ------------------------------------ made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities held by Notice Holders (the “"Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ") on or prior -------------------------- to the Filing Date; provided, that subject to Section 2(d) hereof, the Initial -------- Shelf Registration shall cover all of the Registrable Securities of Late Notice Holders. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsofferings (subject to Section 8 hereof)). The Issuers and Company shall not permit any securities other than Registrable Securities to be included in the Guarantors Initial Shelf Registration or any Subsequent Shelf Registration (as defined below), other than piggyback rights granted prior to the date hereof in respect of approximately 290,000 shares of its Common Stock. The Company shall use their respective commercially its reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as soon as practicable after such Initial Shelf Registration is filed and, in any event, on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of when (i) 360 days after all the date that Registrable Securities are registered under the Shelf Registration Statement is declared effective, (iias defined below) the date on which all Registrable Securities covered by the Initial Shelf Registration and have been sold disposed of in the manner set forth and as contemplated therein, (ii) certain transfer restrictions on the Registrable Securities are terminated as a result of the application of Rule 144(k), (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act and (iv) all the Registrable Securities cease to be outstanding (the "Effectiveness Period"). -------------------- At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder shall be named as a selling securityholder in the Initial Shelf Registration or, if applicable, Statement and the related Prospectus in such a Subsequent Shelf Registration or (iii) the date on which all manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply accordance with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”) covering all of the Registrable Notes (other than Registrable Notes held by an “affiliate” (as defined in Rule 405) of the Company). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes (and the Guarantors related Guarantees) to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the 90th day following the delivery of the Shelf Notice (the “Shelf Effectiveness Date Date”) and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is 180 days from the effective date of the Initial Shelf Registration Statement is declared effective, (ii) the date on which or such shorter period ending when all Notes cease to be Registrable Notes or all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Shelf Effectiveness Period”); provided, however, that the Shelf Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes or the Exchange Notes, covered by the Shelf Registration Statement become Freely Tradable. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three in any twelve-month period (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction involving the Company. Notwithstanding anything to the contrary contained herein, no “affiliate” (as defined in Rule 405) of the Company shall be entitled or permitted to participate in a Shelf Registration or to have such action is required by applicable lawHolder’s Registrable Notes included in a Shelf Registration Statement.

Shelf Registration. The Issuers If the Company shall receive, at any time after the date hereof, a written request from the Holder that the Company file a registration statement under the Securities Act covering the registration of all of the Holder's Registrable Securities with an aggregate offering price, net of underwriting discounts and commissions, expected to exceed $2,000,000, then the Guarantors Company shall promptly file with as soon as practicable (but in no event later than sixty (60) days following the SEC Company's receipt of the Holder's notice) a Registration Statement. The Registration Statement shall register the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration") covering all of the Registrable Securities (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Holder. The Issuers and the Guarantors Company shall use their respective commercially reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to by the Effectiveness Date SEC as soon as practicable and to keep the Initial Shelf Registration continuously effective under the Securities Act until two years after the earliest of date hereof (the "Effectiveness Period"), or such shorter period ending when (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in or shall have ceased to be Registrable Securities, (ii) the manner set forth and Replacement Shelf Registration, as contemplated in defined below, covering all of the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration Registrable Securities has been declared effective under the Securities Act or (iii) a Subsequent Shelf Registration, as defined below, covering all of the date on which all Registrable Securities have has been otherwise sold declared effective under the Securities Act. The Holder's rights pursuant to this Section 2(a) shall terminate (i) after the “Effectiveness Period”Company has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective by the SEC or (ii) upon the filing with the SEC of the Replacement Shelf Registration Statement (as defined below); provided, however, that if such registration statement is not declared or ordered effective by the Effectiveness Period in respect SEC within forty-five (45) days from the earlier of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements date of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreementfiling or July 2, at any time1999, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but Holder's rights pursuant to this Section 2(a) shall not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawterminate.

Shelf Registration. The Issuers and the Guarantors Issuer shall use its reasonable best efforts to promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S 1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use their respective commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two (2) years from the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold one year after such shelf registration statement becomes effective (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Issuer, would be detrimental to either the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers (a) As soon as practicable but in any event not later than the date (the “Filing Date”) that is sixty (60) days after receipt by the Company at any time after the Earliest Exercise Date of a written request by the holder or holders of a majority of all outstanding Warrant Shares and Warrants (such majority determined, for purposes of this Section 3.1, based on the Guarantors aggregate number of Warrant Shares then outstanding plus the number of Warrant Shares for which any outstanding Warrants are then exercisable) (the “Initiating Holders”), the Company shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a “Shelf Registration”) registering the resale from time to time by the holders thereof of all of the Registrable Securities upon and following exercise of the Warrants (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Statement for any Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and the Guarantors Company shall use their respective commercially its reasonable efforts to cause the Initial Shelf Registration to be declared become effective under the Securities Act on or prior to the Effectiveness Date as promptly as is practicable and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest end of the Effectiveness Period. (ib) 360 If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities shall have been sold or shall have ceased to be Registrable Securities), the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty days after the date that of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities (a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to become effective as promptly as is practicable after such filing and to keep such Registration Statement is declared effectivecontinuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration, if required by the Securities Act, or if reasonably requested by any holder of the Registrable Securities covered by such Registration Statement or by any Managing Underwriter of such Registrable Securities. (iid) Each Warrant Securityholder agrees that if it wishes to sell any Registrable Securities pursuant to a Shelf Registration and related Prospectus, it will do so only in accordance with this Section 3.1(d). Each holder of Registrable Securities agrees to give written notice to the Company at least six Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration, which notice shall specify the date on which all such holder intends to begin such distribution and any information with respect to such holder and the intended distribution of Registrable Securities covered by such holder required to amend or supplement the Initial Shelf Registration have been sold Statement with respect to such intended distribution of Registrable Securities by such holder; provided that no holder may give such notice unless such notice, together with notices given by other holders of Registrable Securities joining in such notice or giving similar notices, covers at least 30,000 Warrant Shares. As promptly as is practicable after the manner set forth date such notice is provided, and as contemplated in any event within five Business Days after such date, the Initial Shelf Registration or, if applicable, Company shall either: (A) prepare and file with the SEC a Subsequent post-effective amendment to the Shelf Registration or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or any other required document, so that such Registration Statement will not contain any 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 so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain any 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, in light of the circumstances under which they were made, not misleading; (iiiB) provide each Notice Holder a copy of any documents filed pursuant to Section 3.1(d)(i)(A); and (C) inform each Notice Holder that the Company has complied with its obligations in Section 3.1(d)(i)(A) and that the Registration Statement and related Prospectus may be used for the purpose of selling all or any of such Registrable Securities (or that, if the Company has filed a post-effective amendment to the Shelf Registration which has not yet been declared effective, the Company will notify each Notice Holder to that effect, will use all reasonable efforts to secure the effectiveness of such post-effective amendment and will immediately so notify each Notice Holder when the amendment has become effective); each Notice Holder will sell all or any or such Registrable Securities pursuant to the Shelf Registration and related Prospectus only during the 45-day period commencing with the date on which all Registrable Securities have been otherwise sold the Company gives notice, pursuant to Section 3.1(d)(i)(C), that the Registration Statement and Prospectus may be used for such purpose (the such 45-day period is referred to as a “Effectiveness Selling Period”); provided, however, each Notice Holder agrees that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended it will not sell any Restricted Securities pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf such Registration Statement or delay or Prospectus after such Selling Period without giving a new notice of intention to sell pursuant to Section 3.1(d) hereof and receiving a further notice from the Company pursuant to Section 3.1(d)(i)(C) hereof; or (ii) if, in the judgment of the Company, it is advisable to suspend use of the effectiveness thereof, Prospectus for a reasonable period of timetime due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes public disclosure will be prejudicial to the Company, but not the Company shall deliver a certificate in excess of 60 consecutive days writing, signed by its Chief Executive Officer, Chief Financial Officer or more than three (3) times during any calendar year (eachGeneral Counsel, a “Shelf Suspension Period”)to the Notice Holders, the Special Counsel and the Managing Underwriters, if any, to the Board effect of Directors the foregoing and, upon receipt of such certificate, each Issuer such Notice Holder’s Selling Period will not commence until such Notice Holder’s receipt of copies of the supplemented or a similar governing body amended Prospectus provided for in Section 3.1(d)(i)(A) hereof, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any parent company additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use all reasonable efforts to ensure that the use of the either Issuer Prospectus may be resumed, and the Selling Period will commence, upon the earlier of (each, a “Board”x) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the public disclosure of non-public such pending material information corporate development or similar material event or (y) a determination by the Company that, in the reasonable judgment of the Company, public disclosure of such Boardmaterial corporate development or similar material event would not be prejudicial to the Company. Notwithstanding the foregoing, would the Company shall not under any circumstances be detrimental entitled to either Issuer if so disclosed exercise its right under this Section 3.1(d) to defer the commencement of a Selling Period more than one time in any three-month period or would otherwise materially adversely affect two times in any twelve-month period, and the period in which a financingSelling Period is suspended shall not exceed fifteen days unless the Company shall deliver to such Notice Holders a second certificate to the effect set forth above, acquisitionwhich shall have the effect of extending the period during which such Selling Period is deferred by up to an additional fifteen days, disposition, merger or other material transaction or such action shorter period of time as is required by applicable lawspecified in such second certificate. In no event shall the Company be permitted to extend the period during which such Selling Period is deferred from and after the date a Notice Holder provides notice to the Company in accordance with this Section 3.1(d) of its intention to distribute Registrable Securities (a “Deferral Period”) beyond such 30-day period.

Shelf Registration. The Issuers and the Guarantors shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Securities and Exchange Securities as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall not permit any Securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) 360 days two years after the date that Transfer Date (the Shelf Registration Statement is declared effective“Effectiveness Period”), (ii) the date on which or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Registration; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Issuers in writing, at any timewithin 15 business days after receipt of a request therefor, such information as the Issuers may delay the filing of reasonably request for use in connection with any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Securities as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected agrees to furnish promptly to the continuing effectiveness thereof would require Issuers all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Issuers by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers and (a) On or before the Guarantors earlier to occur of (i) the twenty-one (21)-month anniversary of the date of this Agreement or (ii) the date which is six (6) months after the Company has redeemed all of the Preferred Shares held by all Holders (such date hereafter, the “Lock-up Expiration”), the Company shall promptly file with the SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed basis pursuant to Rule 415 covering under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities (the such registration statement, a “Initial Shelf RegistrationRegistration Statement”). The Issuers Shelf Registration Statement shall be on Form S-3 (or any comparable or successor form or forms then in effect) under the Securities Act; provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an automatic shelf registration statement (as defined in Rule 405 under the Securities Act). The Shelf Registration Statement shall contain (except if otherwise directed by a Holder) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A and shall name the Guarantors Holders as the selling security holders. The Company shall use their respective commercially reasonable efforts to file with keep the SEC the Initial Shelf Registration on or prior to Statement continuously effective under the Filing DateSecurities Act until the Holders no longer hold any Registrable Securities. The Initial If the Shelf Registration shall be Statement is not on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in S-3ASR, the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of become effective, as promptly as practicable, but in no event later than ninety (i90) 360 days after the filing of such Shelf Registration Statement. (b) In the event any Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus (a “Shelf Take-Down”) in an underwritten offering after the Lock-up Expiration, such Holder shall notify the Company of such intent (a “Shelf Take-Down Notice”) and shall deliver such Shelf Take-Down Notice at least ten (10) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement if a Company Supported Distribution is not also being requested as part of such Shelf Take-Down Notice, or least thirty (30) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement if a Company Supported Distribution is being requested as part of the Shelf Take-Down Notice. The Company shall reasonably cooperate with the Holder to facilitate any such distribution requested in a Shelf Take-Down Notice, including making such revisions to the Plan of Distribution as reasonably requested and taking the actions required pursuant to Sections 2.05(a)(ix)-(xv) and pursuant to Section 2.05(a)(xvi) if a Company Supported Distribution is requested in such Shelf-Take-Down Notice. From and after the date that the Shelf Registration Statement is declared or deemed effective, (ii) the Company shall, as promptly as practicable after the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of nonTake-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.Down Notice:

Shelf Registration. The Issuers and the Guarantors shall promptly use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and ) within 30 days of the Guarantors shall use their respective commercially reasonable efforts to file with Shelf Notice but no earlier than 45 days after the SEC the Initial Shelf Registration on or prior to the Filing Issue Date. The Initial Shelf Registration shall be on Form S-1 or another any appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) from the date on which the Shelf Registration is declared effective by the SEC until the expiration of the one-year period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act (or shorter period that will terminate when all the Registrable Securities covered by the Initial such Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent pursuant to such Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold are Freely Tradable (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three one (31) times time during any calendar year (each, a “Shelf Suspension Period”), if the Board board of Directors of each Issuer directors or a similar applicable governing body of any parent company of the either Issuer (each, a “Board”) Issuers determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe board of directors or applicable governing body of the Issuers, would be detrimental to either Issuer the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers Company shall not permit any securities other than the Registrable Notes and the Guarantors Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities Notes have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Company and the Guarantors shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the "FILING DEADLINE DATE") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution reasonably elected by them (including, the Holders and set forth in the Initial Shelf Registration Statement; PROVIDED that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior agreement of the Company and the Guarantors. The Issuers Company and the Guarantors shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "EFFECTIVENESS DEADLINE DATE") that is one-hundred and fifty (150) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with the Securities Act and applicable state securities laws generally applicable to all such Holders. Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with SECTION 2(d) and is in compliance with SECTION 4. The Company and the Guarantors shall not permit any of the Company's security holders (other than the Holders of Registrable Securities) to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company and the Guarantors shall use reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company and the Guarantors to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company and the Guarantors shall use reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company and the Guarantors shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company and the Guarantors do not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this SECTION 2(d) and SECTION 3(i) and SECTION 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantors shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with the Securities Act and applicable state securities laws and, if the Company and the Guarantors shall file a post-effective amendment to the Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to SECTION 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to SECTION 2(d)(i); PROVIDED that if such Notice and Questionnaire is delivered during a Deferral Period, the Company and the Guarantors shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in CLAUSES (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with SECTION 3(i); PROVIDED FURTHER, that if under applicable law the Company and the Guarantors have more than one option as to the type or manner of making any such filing, they will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company and the Guarantors shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; PROVIDED, HOWEVER, that any Holder that becomes a Notice Holder pursuant to the provisions of this SECTION 2(d) (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this SECTION 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to SECTION 3(i) hereof (each of the events of a type described in any of the foregoing CLAUSES (i) through (iii) are individually referred to herein as an "EVENT," and the Filing Deadline Date in the case of CLAUSE (i), the Effectiveness Deadline Date in the case of CLAUSE (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by SECTION 3(I) hereof in the case of CLAUSE (iii), being referred to keep herein as an "EVENT DATE"). Events shall be deemed to continue until the "EVENT TERMINATION DATE," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in CLAUSE (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in CLAUSE (ii), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in SECTION 3(i) to be exceeded in the case of the commencement of an Event of the type described in CLAUSE (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date after an Event Termination Date (a "DAMAGES ACCRUAL PERIOD"), the Company and the Guarantors agree to pay, as liquidated damages and not as a penalty, an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the Damages Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities or of then outstanding shares of Underlying Common Stock issued upon conversion of Notes that are Registrable Securities, as the case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of the first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (iA) 360 the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate that will accrue, in addition to the interest on the Notes, at an amount per week per $1,000 principal amount of Notes or per $1,000 Underlying Common Stock Value, as applicable, equal to $0.05 for the first ninety (90) days immediately following the Event Date, with such Liquidated Damages Amount increasing by an additional $0.05 per week per $1,000 principal amount of Notes or per $1,000 Underlying Common Stock Value, as applicable, with respect to each subsequent 90-day period, up to a maximum of $0.25 per week per $1,000 principal amount of Notes or per $1,000 Underlying Common Stock Value, as applicable. Any Liquidated Damages Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company and the Guarantors of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Company and the Guarantors). The Trustee, subject to the applicable provisions of the Indenture, shall be entitled, on behalf of Holders of Notes or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's and the Guarantors' obligations set forth in this SECTION 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to SECTION 8(k)). The parties hereto agree that the liquidated damages provided for in this SECTION 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement is to be filed or declared effective, (ii) the date on which all effective or available for effecting resales of Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply accordance with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers and the Guarantors Company shall promptly use its commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effectiveIssue Date, (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that (a) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of material non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (b) such action is required by applicable law. If, following any such sixty (60) day period, Holders desire to exercise the registration right pursuant to Section 3.1(a), Holders shall resubmit a written request for registration to the Company pursuant to Section 3.1(a).

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes of each applicable series (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes of each applicable series of Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is three years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, the Exchange Notes or the Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any the Shelf Registration Statement relating to the Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board board of Directors of each Issuer or a similar governing body of any parent company directors of the either Notes Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe board of directors of the Notes Issuer, would be detrimental to either the Notes Issuer (or to the Guarantor, if the Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement and shall comply in all material respects with the requirements of Form S-3 or manners designated by them (including, without limitation, one or more underwritten offerings)other appropriate form and the requirements of Regulations S-T under the Securities Act. The Issuers and the Guarantors Company shall use their respective commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) days after the Issue Date, and to keep, subject to Section 3(h) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that becomes a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement becomes effective shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). No Holder that is not a Notice Holder shall be entitled to be named as a selling securityholder, or have the Registrable Securities held by it covered, in a Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities and other than during a Deferral Period), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, including, if reasonably necessary, by amending the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement), subject to Section 3(h) hereof, continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and 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, if required by the Securities Act or as necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(h) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to an effective Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement and to notify the Company in writing of such proposed sale within two (2) business days prior to such proposed sale. Each Holder of Registrable Securities who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees by submitting a Notice and Questionnaire to the Company that it will be bound by the terms and conditions of the Notice and Questionnaire and this Agreement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i) and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(h). Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus. (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if, other than as permitted hereunder (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) is individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(h) hereof in the case of clause (iii), being referred to keep herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(h) to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the respective Event Termination Date (a "Additional Interest Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Additional Interest Amount"), payable on the Additional Interest Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities or of then outstanding shares of Underlying Common Stock issued upon conversion of Notes that are Registrable Securities, as the case may be, accruing, for each portion of such Additional Interest Accrual Period beginning on and including a Additional Interest Payment Date (or, in respect of the first time that the Liquidation Damages Amount is to be paid to Holders on a Additional Interest Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (iA) 360 days the date of the end of the Additional Interest Accrual Period or (B) the next Additional Interest Payment Date, at a rate per annum equal to one quarter of one percent (0.25%) for the first ninety (90) day period from the Event Date, and thereafter at a rate per annum equal to one half of one percent (0.50%) of the aggregate principal amount of such Notes or the aggregate Conversion Price of the shares of Underlying Common Stock (determined as of the Business Day immediately preceding the next Additional Interest Payment Date), as the case may be; provided, that in the case of an Additional Interest Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii) of the preceding paragraph, such Additional Interest Amount shall be paid only to the Notice Holders; and provided further, that any Additional Interest Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Additional Interest Payment Date shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Additional Interest Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Additional Interest Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Additional Interest Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Additional Interest Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Additional Interest Amount by the Company). The Trustee, subject to the applicable provisions of the Indenture, shall be entitled, but shall not be obligated, on behalf of Holders of Notes or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest Amount. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such Additional Interest Amount. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(m)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement is to be filed or declared effective, (ii) the date on which all effective or available for effecting resales of Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply accordance with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers As promptly as possible following the Closing Date, the Company shall prepare and the Guarantors shall promptly file with the Commission a Registration Statement covering the resale of all, or such portion as permitted by SEC a Guidance (provided that, the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all or the maximum number of the Registrable Securities as permitted by SEC Guidance), of the Registrable Securities on the Filing Date that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”)415. The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 (except if the Company fails to meet one or more of the Registrant Requirements specified in General Instruction I.A. on Form S-3, such registration shall be on another appropriate form permitting registration of such Registrable Securities for resale in accordance herewith) and shall contain (unless otherwise directed by Holders in of at least a majority of the manner or manners designated by them (includingthen outstanding Registrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event on or prior to the applicable Effectiveness Date Date, and shall use commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the earliest of (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities covered by the Initial Shelf such Registration Statement have been sold, or may be sold in without volume restrictions pursuant to Rule 144(k) (or any successor Rule under the manner set forth Securities Act), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and as contemplated in acceptable to the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) Company’s transfer agent and the date on which all Registrable Securities have been otherwise sold affected Holders (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in any other provision of this Agreement, at if any timeSEC Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Registration Statement (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Issuers may delay the filing number of any Initial Shelf Registrable Securities to be registered on such Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three will be reduced by Registrable Securities represented by Shares (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information thatapplied, in the reasonable judgment case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawHolders).

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ) on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 F-3 or another appropriate form permitting registration of such the Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one excluding Underwritten Offerings) and set forth in the Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or more underwritten offeringsany Subsequent Shelf Registration (as defined below). Notwithstanding the foregoing, the Company may use an existing shelf Registration Statement for the Initial Shelf Registration, if permitted by the Securities Act; provided, that, such shelf Registration Statement shall at all times have sufficient availability to register the resale of all Registrable Securities. The Issuers and the Guarantors Company shall use their respective its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date (A) that is two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i) 360 days after the date that the Shelf Registration Statement is declared effective), (ii) or (iii) immediately following, the date on which “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iiiii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended resold pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 144 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial or (B) a Subsequent Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company covering all of the either Issuer (each, a “Board”) determines reasonably and in good faith that Registrable Securities has been declared effective under the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawSecurities Act.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a ------------------ Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall shall. use their respective commercially reasonable best efforts -------------------------- to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date which is two years from the Issue Date (i) 360 days after the date that the Shelf Registration Statement is declared effective"Effectiveness Period"), (ii) the date on which or such shorter period ending when all -------------------- Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Registration; provided, however, that the -------- ------- Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such holder furnishes to the contrary Issuers in this Agreementwriting, at any timeafter receipt of a request therefor, such information as the Issuers may delay the filing of reasonably request for use in connection with any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during preliminary prospectus included therein. No Holder shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected will be required to agree to furnish promptly to the continuing effectiveness thereof would require Issuers all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Issuers by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, Issue Date (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold become eligible for resale pursuant to Rule 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors or the members or Board of Managers, as applicable, of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors or the members or Board of Managers, as applicable, of each Issuer, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any Notes other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) 360 days two years after the date that Issue Date (the Shelf Registration Statement is declared effective“Effectiveness Period”), (ii) the date on which or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Registration; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Company in writing, at within 15 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Notes as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected agrees to furnish promptly to the continuing effectiveness thereof would require Company all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Company by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly file with the SEC Securities and Exchange Commission (the "COMMISSION") as soon as practicable but in no event later than 150 days (such 150th day being a Registration Statement "FILING DEADLINE") after the latest date on which the Initial Purchasers purchase the Notes pursuant to the Purchase Agreement (the "CLOSING DATE"), a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act of 1933, as amended (the "SECURITIES ACT") (a "SHELF REGISTRATION STATEMENT"), registering the resale from time to time by Holders thereof (who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement) of all of the Registrable Securities (defined herein) (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another an appropriate form under the Securities Act permitting registration of such Registrable Securities for resale by such Holders from time to time in accordance with the methods of distribution elected by the Holders and set forth in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Initial Shelf Registration Statement. The Issuers and the Guarantors Company shall use their respective commercially its reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to as promptly as is practicable but in any event within two hundred and ten (210) days after the Effectiveness Closing Date (the "EFFECTIVENESS DEADLINE DATE"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until to permit the earliest prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date the Company files the Initial Shelf Registration Statement or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) 360 days after have been sold pursuant thereto or (ii) are, with respect to such securities held by non-affiliates, eligible to be sold to the date public pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof (such period, the "EFFECTIVENESS PERIOD"). The Company shall be deemed not to have used its reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. At the time the Initial Shelf Registration Statement is declared effective, each Holder who has provided the Company with an appropriately completed Notice and Questionnaire (iias defined herein) on or prior to the date on which all five (5) Business Days prior to such time of effectiveness and who holds Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and Securities, shall be named as contemplated a selling securityholder in the Initial Shelf Registration or, if applicable, Statement and the related prospectus in such a Subsequent manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration or Statement. (iiib) If the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay any Subsequent Shelf Registration Statement (defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder have been resold pursuant thereto or suspend have otherwise ceased to be Registrable Securities), the Company shall use its reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “such Shelf Suspension Period”)Registration Statement, if required by the Board Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by (i) the Initial Purchasers in the event that they are participating in the Shelf Registration Statement or (ii) the Trustee on behalf of Directors of each Issuer or a similar governing body of any parent company majority in interest of the either Issuer registered Holders. (eachd) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so only in accordance with this Section 1(d) and Section 2(h). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a “Board”Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) determines reasonably Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and in good faith that after the filing of any such date the Initial Shelf Registration or Statement is declared effective, the continuing effectiveness thereof would require Company shall, as promptly as practicable after the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer date a Notice and Questionnaire is delivered (i) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to clause (i) of this Section 1(d); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) of this Section 1(d); provided that if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 2(h)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 2(h). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that has not submitted a Notice and Questionnaire to the Company as a selling securityholder in any Registration Statement or related prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date. Any Holder who, subsequent to the date the Initial Shelf Registration Statement is declared effective, provides a Notice and Questionnaire required by this Section 1(d) pursuant to the provisions of this Section (whether or not such Holder has supplied the Notice and Questionnaire at the time the Initial Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement and related prospectus in accordance with the requirements of this Section 1(d). (e) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (f) As used in this Agreement, the following terms shall have the following meanings:

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly file file, or cause to be prepared and filed, with the SEC SEC, as soon as practicable but in any event by the date (the "FILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution elected by them (includingthe Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior written agreement of the Company. The Issuers and the Guarantors Company shall use their respective commercially all reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "EFFECTIVENESS DEADLINE DATE") that is two hundred and ten (210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the securityholders of the Company (other than the Holders of Registrable Securities) shall have the right to include any of the securities of the Company in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined herein) ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and 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, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, (i)(x) as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five Business Days after such date, prepare and file with the SEC a supplement to the Prospectus and any other document required by applicable law, or (y) if the Company is required by applicable law to file a post-effective amendment to the Shelf Registration Statement, prepare and file such post-effective amendment, and any other document required by applicable law, no later than the first day of the next calendar quarter that begins on or after ten Business Days from the date a Notice and Questionnaire is delivered to the Company, so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use all reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i); provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, as set forth in an opinion of nationally-recognized counsel experienced in such matters delivered by the Holder to the Company, they will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling securityholder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of the Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an "EVENT," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii) and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "EVENT DATE"). Events shall be deemed to continue until the "EVENT TERMINATION DATE," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in clause (ii), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Company agrees, to pay, as liquidated damages and not as a penalty, an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the Damages Payment Dates to Record Holders as of the immediately preceding April 15 or October 15, respectively, of then outstanding Securities that are Registrable Securities and of then outstanding shares of Underlying Common Shares issued upon conversion of, or in payment of the purchase price of, Securities that are Registrable Securities, as the case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of the first time that the Liquidated Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on, but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, (i) 360 days in respect of each $1,000 principal amount of Securities, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the principal amount of such Securities, plus accrued interest thereon to the Damages Payment Date, and (ii) in respect of any Common Shares issued upon conversion of each $1,000 principal amount of Securities, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the principal amount of such Securities so converted, plus accrued interest thereon to the Damages Payment Date, divided by the Effective Conversion Price, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that any Liquidated Damages Amount accrued with respect to any Security or portion thereof called for redemption on a redemption date or converted into Underlying Common Shares on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Security or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Company). The Trustee shall be entitled, on behalf of Holders of Securities or Underlying Common Shares, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the respective obligations of the Company set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(j)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement is to be filed or declared effective, (ii) the date on which all effective or available for effecting resales of Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply accordance with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly ------------------ file or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event within 90 days after the Issue Date (the "Filing Deadline Date"), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution ele cted by them (including, without limitation, one or more underwritten offerings)the Holders and set forth in the Initial Shelf Registration Statement. The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event within 180 days after the Issue Date (the "Effectiveness Deadline Date"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no -------- ------- Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and 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, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least twenty (20) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (subject to the Company's rights under Section 3(i)) and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable (the "Amendment Effectiveness Deadline Date"); (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if -------- such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, that the -------- Company may satisfy its requirements to file a post-effective amendment as promptly as practicable under clause (i) above if the Company includes in an annual or periodic report on Form 10-K or Form 10-Q the pertinent information from any Questionnaire received at least ten (10) business days prior to the filing of such report, and such information is thereby incorporated by reference in the shelf registration statement, provided further, that if under applicable -------- ------- law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company has failed to perform its obligations set forth in Section 2(d) hereof within the time period required therein, (iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof or (v) the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(i) (each of the events of a type described in any of the foregoing clauses (i) through (v) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date by which the Company is required to perform its obligations set forth in Section 2(d) in the case of clause (iii) (including the filing of any post-effective amendment prior to the Amendment Effectiveness Deadline Date), the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iv), and the date of the commencement of a Deferral Period that causes the limit on the number of Deferral Periods in any period under Section 3(i) hereof to keep be exceeded in the case of clause (v), being referred to herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in clause (i) 360 days after ii), the date that the Company performs its obligations set forth in Section 2(d) in the case of an Event of the type described in clause (iii) (including, without limitation, the date the relevant post-effective amendment to the Shelf Registration Statement is declared effectiveeffective under the Securities Act), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iiiv), and termination of the Deferral Period the commencement of which caused the number of Deferral Periods in a period permitted by Section 3(i) to be exceeded in the case of an Event of the type described in clause (v). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which all there are no Events that have occurred and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then outstanding ▇▇▇▇▇ that are Registrable Securities covered by and of then outstanding shares of Underlying Common Stock issued upon conversion of ▇▇▇▇▇ that are Registrable Securities, as the Initial Shelf Registration have been sold in the manner set forth case may be, accruing, for each portion of such Damages Accrual Period beginning on and as contemplated in the Initial Shelf Registration including a Damages Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the Next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the aggregate Applicable Principal Amount of such ▇▇▇▇▇ and the aggregate Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that any Liquidated Damages Amount accrued with respect to any LYON or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such LYON or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amount by the Company). The Trustee shall be extended entitled, on behalf of Holders of ▇▇▇▇▇ or Underlying Common Stock, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, including for the Issuers may delay the filing payment of any Initial Liquidated Damages Amount. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers (a) Prior to March 1, 1998, the Company shall prepare and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf ----- Registration") registering the resale from time to time by Purchasers and their ------------ transferees and distributees of all of the Registrable Securities (the “"Initial ------- Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Registration Statement for any Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration ------------------ shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders Purchasers and their transferees and distributees in the manner or manners designated designed by them (including, without limitation, one or more underwritten offerings)them. The Issuers and the Guarantors Company shall use their respective commercially reasonable its best efforts to cause the Initial Shelf Registration to be declared become effective under the Securities Act on or prior to the Effectiveness Date as promptly as is practicable and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest end of (i) 360 days after the date that Effectiveness Period. If the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities covered by Company fails to file the Initial Shelf Registration have been sold in prior to March 1, 1998, then, unless such a delay is attributable to any Purchaser not timely providing information reasonably requested by the manner set forth and as contemplated in Company, a dividend shall be payable upon the Preferred Stock of 7% per annum until such Initial Shelf Registration is filed. In such instance, upon filing such Initial Shelf Registration, the dividend shall revert to 0%. Notwithstanding the foregoing, until the Initial Shelf Registration oris declared effective by the Securities and Exchange Commission, if applicable, a Subsequent Shelf Registration or no shares of Preferred Stock shall be converted pursuant to the Series B Certificate of Designation. (iiib) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of If the Initial Shelf Registration shall or any Subsequent Shelf Registration (as defined below) ceases to be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, effective for any reason at any timetime during the Effectiveness Period (other than because all Registrable Securities shall have been sold or shall have ceased to be Registrable Securities), the Issuers may delay Company shall use its best efforts to obtain the filing prompt withdrawal of any Initial Shelf Registration Statement or delay or suspend order suspending the effectiveness thereof, and in any event shall within thirty days of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities (a "Subsequent Shelf ---------------- Registration"). If a ------------- Subsequent Shelf Registration is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to become effective as promptly as is practicable after such filing and to keep such Registration Statement continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for a reasonable period of such Shelf Registration, if required by the Securities Act or the SEC, or if reasonably requested by Purchasers. (d) From time to time, but the Company shall prepare and file with the SEC a post-effective amendment to the Shelf Registration or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or any other required document, so that such Registration Statement will not contain any 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 so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain any 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, in excess light of 60 consecutive days the circumstances under which they were made, not misleading; provide Purchasers copies of any documents filed in such numbers as Purchasers shall reasonably request; and inform Purchasers that the Company has complied with its obligations and that the Registration Statement and related Prospectus may be used for the purpose of selling all or more than three any of such Registrable Securities (3) times during any calendar year (each, a “Shelf Suspension Period”)or that, if the Board of Directors of each Issuer or Company has filed a similar governing body of any parent company of post-effective amendment to the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or which has not yet been declared effective, the continuing Company will notify Purchasers to that effect, will use its best efforts to secure promptly the effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if post-effective amendment and will immediately so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawnotify Purchasers when the amendment has become effective).

Shelf Registration. The Issuers and the Guarantors shall promptly use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another any appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Exchange Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until for the earliest period ending on the earlier of (i) 360 days after the date that is one year after the effective date of the Initial Shelf Registration Statement is declared effective, (ii) and the date on which all Registrable Securities notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iii) subject to extension pursuant to the date on which all Registrable Securities have been otherwise sold last paragraph of Section ‎5 hereof (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three one (31) times time during any calendar year (each, a “Shelf Suspension Period”), if the Board board of Directors of each Issuer directors or a similar applicable governing body of any parent company of the either Issuer (each, a “Board”) Issuers determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe board of directors or applicable governing body of the Issuers, would be detrimental to either Issuer the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers and shall as promptly as reasonably practicable after the Guarantors shall promptly delivery of the Shelf Notice file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The If the Issuers and shall not have yet filed the Guarantors Exchange Registration Statement, each of the Issuers shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 90 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in any Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date that is two years after the Issue Date or such shorter period ending when (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, or (ii) a Subsequent Shelf Registration or (iii) covering all of the date on which all Registrable Notes has been declared effective under the Securities have been otherwise sold Act (the “"Effectiveness Period”"); provided, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration or to use the Prospectus forming a part thereof for resales of Registrable Notes unless such Holder has provided the Issuers, within five Business Days after receipt of a request therefor, with the information required by the first two paragraphs which follow Section 5(u), as applicable; and provided further, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith extent that the filing applicable provisions of any such Initial Shelf Registration Rule 144(k) are amended or revised to reduce the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtwo year holding period set forth therein.

Shelf Registration. (a) The Issuers Company shall use its reasonable best efforts to (i) on or before the Filing Date, prepare and the Guarantors shall promptly file cause to be filed with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering under the Securities Act a shelf registration statement on the appropriate form relating to resales of all Registrable Securities or an amendment to a previously filed shelf registration statement on the appropriate form, amending such registration statement to cover resales of the all Registrable Securities (the “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them , (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to ii) cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date and (iii) 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 Section 4(a) hereof and in conformity with the requirements of this Agreement, the Securities Act and the rules and regulations of the SEC promulgated thereunder from time to time (including (A) preparing and filing with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Initial such Shelf Registration continuously effective Statement effective; (B) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and complying fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (C) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement), until the earliest second anniversary of (i) 360 days after the effective date that the of such Shelf Registration Statement is declared effective, (ii) Statement; provided that such obligation shall expire before such date if all the date on which all Registrable Securities covered by the Initial Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Restricted Securities. (b) No Holder may include any of its Registrable Securities in the manner set forth and as contemplated in the Initial any Shelf Registration orStatement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, if within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary for use in this Agreement, at connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend preliminary Prospectus included therein. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the effectiveness thereof, for a reasonable period of time, but information previously furnished to the Company by such Holder not in excess of 60 consecutive days or more than three materially misleading. (3c) times during any calendar year (each, a “Shelf Suspension Period”), if The Company shall be deemed not to have used its best efforts to keep the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement effective during the continuing effectiveness thereof requisite period if it voluntarily takes any action that would require the disclosure result in Holders of non-public material information thatRegistrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or unless such action is required by applicable lawlaw or this Agreement.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “"Effectiveness Period”"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “"Shelf Suspension Period”"), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers (a) Each Issuer shall prepare and the Guarantors shall promptly file or cause to be prepared and filed with the SEC no later than a date which is 90 days after the Issue Date (the "FILING DEADLINE DATE") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. Each of the Issuers shall use reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "EFFECTIVENESS DEADLINE DATE") that is 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that becomes a Notice Holder on or prior to the date 10 Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, each of the Issuers shall use reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Issuers to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, each Issuer shall use reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and 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, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire (including any supplement thereto) to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Issuers shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Issuers shall file a post-effective amendment to the Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Issuers shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided further that if under applicable law the Issuers have more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or manners designated by them of a type that the Company reasonably expects will result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Issuers shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (includingwhether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, without limitationand that it would not be feasible to ascertain the extent of such damages with precision, one or more underwritten offerings). The Issuers and if (i) the Guarantors shall use their respective commercially reasonable efforts to cause the Initial Shelf Registration Statement has not been filed on or prior to be the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) is individually referred to herein as an "EVENT," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "EVENT DATE"). Events shall be deemed to continue until the "EVENT TERMINATION DATE," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date after an Event Termination Date (a "DAMAGES ACCRUAL PERIOD"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the Damages Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities and the Guarantor agrees to pay, as liquidated damages and not as a penalty, the Liquidated Damages Amount, payable on the Damage Payment Dates, to Record Holders of then outstanding shares of Underlying Common Stock issued upon exchange of Notes that are Registrable Securities, in each case, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of the first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (iA) 360 days the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to 0.25% for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to 0.50% of the aggregate Applicable Principal Amount of such Notes, the aggregate Applicable Exchange Price of the shares of Underlying Common Stock and the Restated Principal Amount of the Semi-annual Coupon Notes, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided that any Liquidated Damages Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or exchanged into Underlying Common Stock on an exchange date or to Semi-annual Coupon Notes prior to the Damages Payment Date shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or exchange on the applicable redemption date or exchange date, as the case may be, on such date (or promptly following the exchange date, in the case of exchange). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Issuers of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Issuers). The Trustee, subject to the applicable provisions of the Indenture or the Guarantee and Exchange Agreement, shall be entitled, on behalf of Holders of Notes or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the obligations of each Issuer set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement is to be filed or declared effective, (ii) the date on which all effective or available for effecting resales of Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply accordance with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers and the Guarantors Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration ) on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsexcluding Underwritten Offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use their respective commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days date that is two years after the date that the Shelf Registration Statement is declared effectiveClosing Date, (ii) or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii), (iii) or (iv) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iiiii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended resold pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 144 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial or (iv) a Subsequent Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company covering all of the either Issuer (each, a “Board”) determines reasonably and in good faith that Registrable Securities has been declared effective under the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawSecurities Act.

Shelf Registration. (a) The Issuers Company shall use its reasonable best efforts to prepare and the Guarantors shall promptly file or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration”). The Issuers rules and regulations of the Guarantors shall use their respective commercially reasonable efforts to file with SEC, then registering all Registrable Securities held by Notice Holders) (the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders, approved by the Company, and set forth in the Initial Shelf Registration Statement (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company's prior agreement). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement (as hereinafter defined)) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder prior to the date of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness, use its reasonable best efforts to amend such Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the SEC, then registering all Registrable Securities held by Notice Holders) (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing and to use its reasonable best efforts to keep such Shelf Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend any 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, if required by the Securities Act or as reasonably requested by any Initial Purchaser or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement. (d) (i) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a completed and executed Notice and Questionnaire to the Company prior to any attempted or actual distribution of Registrable Securities under a Shelf Registration Statement; provided, that at least 10 Business Days prior to the filing of the Initial Shelf Registration Statement, the Company shall provide a notice to the Trustee for delivery to Holders of Registrable Securities stating the proposed filing date of such Initial Shelf Registration Statement and the address at which such holder can request a Notice and Questionnaire. With respect to any Holder who delivers a completed and executed Notice and Questionnaire on or after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as reasonably practicable after the date a Notice and Questionnaire is delivered, (A) if required to permit such Holder to sell its Registrable Securities pursuant to a Shelf Registration Statement, file with the SEC a supplement to the related Prospectus or a post-effective amendment to the Shelf Registration Statement or a Subsequent Shelf Registration Statement and any necessary supplement or amendment to any document incorporated therein by reference to the applicable Shelf Registration Statement and file any other required document with the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in a Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law; (B) if the Company shall file a post-effective amendment to the Shelf Registration Statement or file a Subsequent Shelf Registration Statement, it shall use its reasonable best efforts to cause such post-effective amendment or Subsequent Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act as promptly as is reasonably practicable; provided, however, that if counsel to the Company advises the Company that a post-effective amendment or a Subsequent Shelf Registration Statement is required by the rules and regulations of the SEC in order to permit resales by Holders submitting a Notice and Questionnaire on or after the date of effectiveness of the Initial Shelf Registration Statement, the Company shall not be required to file more than one post-effective amendment or Subsequent Shelf Registration Statement for such purpose in any three (3) month period; (C) the Company shall provide such Holder a reasonable number of copies of any documents filed pursuant to Sections 2(d)(i)(A) and 2(d)(i)(B); (D) the Company shall notify such Holder as promptly as reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment or Subsequent Shelf Registration Statement filed pursuant to Sections 2(d)(i)(A) and 2(d)(i)(B); and (E) if under applicable law, the Company has more than one option as to the type or manner of making any such filing, the Company shall make the required filing or filings in the manner or manners designated by them of a type that is reasonably expected to result in the earliest availability of a Prospectus for effecting resales of Registrable Securities. If a Notice and Questionnaire is delivered during a Suspension Period, or a Suspension Period is to be put into effect within five (including5) Business Days after such delivery date, without limitationthe Company shall so inform the Holder delivering such Notice and Questionnaire. (ii) Notwithstanding anything contained herein to the contrary, one or more underwritten offerings). The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts be under no obligation to cause the name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) (whether or not such Holder was a Notice Holder at the time the applicable Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the applicable Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date and to keep or (iii) the Initial Shelf Registration continuously Statement or any Subsequent Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a new registration statement filed and declared effective) or usable for the offer and sale of Registrable Securities for a period of time (including any Suspension Period) which shall exceed forty-five (45) consecutive days or ninety (90) days in the aggregate in any twelve (12) month period (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the duration of the ineffectiveness or unusability of such Shelf Registration Statement in any period exceeds the number of days permitted by clause (iii) hereof in the case of clause (iii), being referred to herein as an "Event Date"). Events shall be deemed to continue until the following dates with respect to the respective types of Events: the date the Initial Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in clause (ii), and the date the Shelf Registration Statement becomes effective or usable again in the case of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "Damages Accrual Period"), the Company agrees to pay in cash, as liquidated damages ("liquidated damages") and not as a penalty, an amount (the "Liquidated Damages Amount") at the rate described below, payable periodically on each Damages Payment Date to Notice Holders, to the extent of, for each such Damages Payment Date, accrued and unpaid Liquidated Damages Amount to (but excluding) such Damages Payment Date (or, if the Damages Accrual Period shall have ended prior to such Damages Payment Date, the date of the end of the Damages Accrual Period); provided, that any Liquidated Damages Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). The Liquidated Damages Amount shall accrue at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%), of (i) 360 days after the date that the Shelf Registration Statement is declared effectiveprincipal amount of such Notes or, without duplication, (ii) in the date on which all Registrable Securities covered by the Initial Shelf Registration case of Notes that have been sold converted into Underlying Common Stock, the Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the manner set forth Business Day immediately preceding the next Damage Payment Date. Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and as contemplated in after the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or earlier of (iiix) the date on which such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. In no event shall the Liquidated Damages Amount exceed a rate of one-half of one percent (0.50%) per annum. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the Holders of Registrable Securities have been otherwise sold pursuant to this Section, the accrual of Liquidated Damages Amounts shall cease (without in any way limiting the “Effectiveness Period”effect of any subsequent Event requiring the payment of Liquidated Damages Amount by the Company); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration . The Trustee shall be extended entitled, on behalf of Holders of Notes, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole damages payable in violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 9(l)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial a Shelf Registration Statement to be filed, declared effective, amended or delay replaced to include the names of all Notice Holders or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is three years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board board of Directors of each Issuer or a similar governing body of any parent company directors of the either Notes Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe board of directors of the Notes Issuer, would be detrimental to either the Notes Issuer (or to any of the Guarantors, if such Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers (i) As soon as reasonably practicable, and in any event within sixty (60) days, after the Guarantors shall promptly file with date on which the SEC Company becomes eligible to use a Registration Statement for an offering on Form S-3 to be made register the resale of Registrable Securities, and upon the request of one or more Holders beneficially owning, together with its Affiliates and Related Funds, at least ten percent (10%) of the then outstanding Common Units, the Company shall file a Registration Statement on Form S-3 covering the resale of all Registrable Securities on a delayed or continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf RegistrationShelf”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of ) for such Registrable Securities for resale held by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)all such requesting Holders. The Issuers and the Guarantors Company shall use their respective commercially its reasonable best efforts to cause the Shelf such Registration Statement to be declared become effective under the Securities Act on or prior to the Effectiveness Date and as promptly as practicable. The Company shall use its reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until there are no longer any Registrable Securities (the earliest of (i) 360 days after the date that the “Shelf Registration Statement is declared effective, Period”). (ii) Subject to the date on provisions of Section 2(a)(v) of this Annex I, at any time during which all the Shelf is effective (or in connection with its initial effectiveness and subject to any Suspension Period), any one or more of the eligible Holders of Registrable Securities covered may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that in the case of each such Underwritten Shelf Takedown such Holder or Holders will be entitled to make such demand only if the total offering price of the Common Units to be sold in such Underwritten Shelf Takedown (including any piggyback securities and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $15 million. (iii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Initial Company (the “Shelf Registration have been Takedown Request”). Each Shelf Takedown Request shall specify the approximate number of Registrable Securities to be sold in the manner set forth Underwritten Shelf Takedown and as contemplated in the Initial expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Registration orTakedown. Subject to Section 2(i) of this Annex I below, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than within three (3) times during days after receipt of any calendar year Shelf Takedown Request, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (eachthe “Company Notice”) and, a “subject to the provisions of Section 2(a)(iv) and Section 2(i) of this Annex I below, shall include in such Underwritten Shelf Suspension Period”)Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after giving the Company Notice. (iv) If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of the Registrable Securities to be included in such offering that in their reasonable view (or, if such managing underwriters are unwilling to so advise the Company and the Holders of the Registrable Securities to be included in such offering, if the Board Company and the Holders of Directors of each Issuer or a similar governing body of any parent company majority of the either Issuer Registrable Securities to be included in such offering conclude after consultation with such managing underwriters that in their reasonable view) the number of Registrable Securities proposed to be included in such Underwritten Shelf Takedown that in the Company’s reasonable view, the number of Common Units proposed to be included in such Underwritten Shelf Takedown exceeds the number of Common Units which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, then the Company shall so advise all Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the number of Common Units which can be so sold in the following order of priority: (eachA) first, the number of Registrable Securities requested to be included in such Underwritten Shelf Takedown, recommended to be included in the offering by the managing underwriter, pro rata among the respective Holders of such Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder, and (B) second, Other Registrable Securities requested to be included in such Underwritten Shelf Takedown to the extent permitted hereunder, pro rata among the respective Holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such Holder. (v) Other than Block Sales, which shall not be classified as an Underwritten Shelf Takedown solely for the purposes of the limitations under this Section 2(a)(v) of this Annex I, the Company shall not be obligated to effect an Underwritten Shelf Takedown within ninety (90) days (or such shorter period specified in any applicable lock- up agreement entered into with underwriters) after the consummation of a “Board”previous Underwritten Shelf Takedown or Demand Registration. (vi) determines The Holders of a majority of the Registrable Securities requested to be included in an Underwritten Shelf Takedown shall have the right to select the investment banker(s) and manager(s) to administer the offering (which shall consist of one (1) or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld, conditioned or delayed)) and one (1) firm of counsel to represent all of the Holders (along with any reasonably and necessary local counsel), in good faith connection with such Underwritten Shelf Takedown; provided that the filing Company shall select such investment banker(s), manager(s) and counsel (including local counsel) if such Holders of such majority cannot so agree on the same within a reasonable time period. (vii) Any Holder whose Registrable Securities were to be included in any such registration pursuant to Section 2(a)(ii) of this Annex I may elect to withdraw any or all of its Registrable Securities therefrom, without prejudice to the rights of any such Initial Holder or Holders to include Registrable Securities in any future registration (or registrations), by written notice to the Company delivered on or prior to the effective date of the relevant Underwritten Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawTakedown.

Shelf Registration. The Issuers and the Guarantors shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use their respective its commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use their respective its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 395 days of the Effectiveness Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is three years from the Shelf Registration Statement is declared effective, (ii) the date on which Issue Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each the Notes Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Notes Issuer, would be detrimental to either the Notes Issuer (or to any of the Parent Guarantors, if such Parent Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors Issuers, as promptly as practicable, ------------------ shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial ------- Shelf Registration”"). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts ------------------- to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another an appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date which is two years from the Issue Date (the "Effectiveness Period"), or such shorter period -------------------- ending when (i) 360 days after the date that the Shelf Registration Statement is declared effective, (ii) the date on which all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, pursuant to Rule 144 or otherwise are no longer Registrable Notes or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or (iii) an earlier Subsequent Shelf Registration has been declared effective under the date on which all Registrable Securities have been otherwise sold (the “Effectiveness Period”)Act; provided, however, that the Effectiveness Period in respect of the Initial -------- ------- Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement or be entitled to receive Additional Interest (as defined below) pursuant to Section 4 hereof unless and until such Holder furnishes to the contrary Company, in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information as is required by applicable law and as the Company may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during preliminary prospectus included therein. Each Holder as to which any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or Statement is being effected agrees to furnish promptly to the continuing effectiveness thereof would require Company all information required to be disclosed in order to make information previously furnished to the disclosure of non-public material information that, in the reasonable judgment of Company by such Board, would be detrimental to either Issuer if so disclosed or would otherwise Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. (a) The Issuers Company shall prepare and the Guarantors shall promptly file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution reasonably elected by them (including, the Holders pursuant to their Notices and Questionnaires and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior agreement of the Company. The Issuers and the Guarantors Company shall use their respective commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is one-hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with the Securities Act and applicable state securities laws generally applicable to all such Holders. Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall not permit any of its security holders (other than the Holders of Registrable Securities who comply with this Section 2(a)) to include any of the Company’s securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within forty-five (45) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and 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, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire and such other information as the Company reasonably requests to the Company at least ten (10) Business Days prior to the effectiveness of the Shelf Registration Statement in order to be named as a selling security holder in the related Prospectus at the time of effectiveness. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, within ten (10) Business Days after the date a Notice and Questionnaire and such other information as the Company reasonably requests is received, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC, so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with the Securities Act and applicable state securities laws and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, but no later than forty-five (45) days after the date of the initial filing of such post-effective amendment; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Date and Deadline Date, (iii) any post-effective amendment to keep the Initial Shelf Registration continuously Statement has not been declared effective under the Securities Act until on or prior to forty-five (45) days from the earliest initial filing of such post-effective amendment with the SEC, or (iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) 360 days after through (iv) are individually referred to herein as an “Event,” and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date that which is forty-five (45) days from the initial filing of such post-effective amendment in the case of clause (iii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iv), being referred to herein as an “Event Date”). Events shall be deemed to continue until the “Event Termination Date,” which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act in the case of an Event of the type described in clause (ii), the date the post-effective amendment to the Shelf Registration Statement is declared effectiveeffective under the Securities Act in the case of an Event of the type described in clause (iii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iiiv). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which all Registrable Securities covered by after an Event Termination Date (a “Damages Accrual Period”), the Initial Shelf Registration have been sold in the manner set forth Company agrees to pay, as liquidated damages and not as contemplated in the Initial Shelf Registration ora penalty, if applicable, a Subsequent Shelf Registration or (iii) the date on which all Registrable Securities have been otherwise sold an amount (the “Effectiveness PeriodLiquidated Damages Amount”); provided, howeverpayable on the Damages Payment Dates to Record Holders of then outstanding Debentures that are Registrable Securities or of then outstanding shares of Underlying Common Stock issued upon conversion of Debentures that are Registrable Securities, that as the Effectiveness case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first ninety (90) day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the aggregate original principal amount of such Debentures, determined as of the Business Day immediately preceding the next Damages Payment Date; provided that any Liquidated Damages Amount accrued with respect to any Debenture or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Debenture or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Company). The Trustee, subject to the applicable provisions of the Indenture, shall be extended entitled, on behalf of Holders of Debentures or Underlying Common Stock, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company’s obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) 360 days after the date that is two years from the Shelf Registration Statement is declared effective, Issue Date; (ii) the date on which such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date on upon which all Registrable Securities have been otherwise sold become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Boardthe Board of Directors of the Company, would be detrimental to either Issuer the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.