Common use of Shelf Registration Clause in Contracts

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 450 days of after the Issue DateDelivery Date (or if the 450th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests in writing with respect to the Initial Offered Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange and, in each case, such Holder so requests, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 60 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2 file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) no later than 150 days after such requirement or request pursuant to this Section 2 (such 150th day (or first business day thereafter), an “effectiveness deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial a Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Registration Rights Agreement (the “Agreement”) applicable to such Holder; provided, further, that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2i) the date on which all Offered Securities registered thereunder are disposed of in accordance therewith and (or for such longer period if extended pursuant to Section 3(jii) below) or such shorter period that will terminate the time when all the Offered Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof (“Rule 144”)) or may be sold by a holder who is not an affiliate of the Company pursuant to Rule 144 without limitation (the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on In the date falling 400 days after the Issue Date and event that: (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in applicable currently prevailing interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, ; (ii) the Registered Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, to the effect that, as a result of the consummation of the Exchange Offer, there is more than an insubstantial risk that (x) the Issuer Trust would be subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Debentures or New Junior Subordinated Debentures, (y) interest payable by the Company on such Junior Subordinated Debentures or New Junior Subordinated Debentures would not be deductible by the Company, in whole or in part, for United States federal income tax purposes, or (z) the Issuer Trust would be subject to more than a de minimis amount of other taxes, duties or other governmental charges; (iii) the Exchange Offer Registration Statement is not consummated declared effective within 580 180 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer ; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of Transfer Restricted Securities the Exchange Offer that (A) it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or Offer, (B) it may not resell the Exchange Notes New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, prospectus and that the Company shall take prospectus contained in the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises is not appropriate or available for such resales or (but no earlier than 400 days after C) it is a broker-dealer and owns Capital Securities acquired directly from the Issue Issuer Trust or an affiliate of the Issuer Trust, (any of the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), file with the Commission Company and thereafter shall the Issuer Trust shall, at their cost, use its reasonable their respective best efforts to cause to be declared effective on or prior to filed as promptly as practicable after such Shelf Registration Event Date, as the 90th day case may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the date on which the Closing Time), a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after providing for the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time of all of the Registrable Securities, and shall use their respective best efforts to time in accordance with the methods of distribution set forth in the have such Shelf Registration Statement and Rule 415 under declared effective by the Commission as soon as practicable. No Holder of Registrable Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) Holder and furnishes to the Company and the Issuer Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Issuer Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Issuer Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall and the Issuer Trust agree to use its reasonable their respective best efforts to keep the Shelf Registration Statement continuously effective in order for the Rule 144(k) Period (subject to permit extension pursuant to the prospectus included therein to be lawfully delivered by the Holders last paragraph of the relevant Securities until the earlier of (1Section 3 hereof) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer "Effectiveness Period"). The Company and sell such Securities during that period, unless such action is required by applicable law; provided that the Company Issuer Trust shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective and use their respective best efforts to take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder 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, in light of the circumstances under which they were made, not misleadingCommission.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, the Company shall take the following actions: (a) The Company shallwill, at its cost, within 30 days no later than the ninetieth (90th) day after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Closing Date), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the a Shelf Registration Statement (as defined below) is required to which, initially, will be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” on Form S-1 and, together with as soon as the Exchange Offer Registration StatementCompany is eligible, a “Registration Statement”will be on Form S-3) on an appropriate form under providing for the Securities Act relating to registration of the offer and sale sale, from time to time on a continuous or delayed basis, of the Transfer Restricted Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and elected by such Holders, pursuant to Rule 415 (or any successor thereto) under the Securities Act (hereinafterthe “Initial Registration Statement”) and will use its best efforts to cause such Initial Registration Statement to become effective under the Securities Act no later than the one hundred and eightieth (180th) day after the Closing Date; provided, that if the Commission has notified the Company that it will not review or has no comments to such Initial Registration Statement within one hundred and ten (110) days after the Closing Date, the Company will use its best efforts to cause such Initial Registration Statement to become effective under the Securities Act no later than the one hundred and twentieth (120th) day after the Closing Date. Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “Shelf RegistrationNew Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register the Registrable Securities on Form S-3, or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that no Holder (other than an Initial Purchaser) prior to filing such amendment or New Registration Statement, the Company shall be entitled obligated to have use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Securities held Act Rules Compliance and Disclosure Interpretations Question 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Shelf Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by it covered by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Shelf Registration Statement unless such Holder agrees in writing will first be reduced by securities to be bound included other than Registrable Securities, and second be reduced by all Registrable Securities applied to the provisions Holders on a pro rata basis based on the total number of this Agreement applicable unregistered Common Shares held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Common Shares held by such HolderHolders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). (b) The Company shall will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the prospectus included therein related Prospectus to be lawfully delivered usable by Holders for a period (the Holders of the relevant Securities until the earlier of (1“Shelf Registration Period”) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement becomes effective to, and including, the date upon which no Registrable Securities are outstanding and constitute “restricted securities” (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep as defined in Rule 144 under the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereofAct). (c) Notwithstanding any other provisions of this Agreement to the contrary, the The Company shall will cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such 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 thereunder Act; 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading. (d) Subject to applicable law, the Company will provide written notice to the Holders of the anticipated effective date of the Shelf Registration Statement at least ten (10) Business Days before such anticipated effective date. Each Holder, in order to be named in the Shelf Registration Statement at the time of its initial effectiveness, will be required to deliver a Notice and Questionnaire and such other information as the Company may reasonably request in writing, if any, to the Company on or before the fifth (5th) day before the anticipated effective date of the Shelf Registration Statement as provided in the notice. Subject to Section 3(i), from and after the effective date of the Shelf Registration Statement, the Company will, as promptly as is practicable after the date a Holder’s Notice and Questionnaire is delivered, but in no event after the tenth (10th) day after such date, (i) file with the Commission an amendment to the Shelf Registration Statement or prepare and, if permitted or required by applicable law, file a supplement to the Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that such Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (except that the Company will not be required to file more than one supplement or post-effective amendment in any thirty (30) day period in accordance with this Section 2(d)(i)) and, in the case of a post-effective amendment to the Shelf Registration Statement, the Company will use its best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable; (ii) provide such Holder, upon request, 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, however, that if such Notice and Questionnaire is delivered during a Deferral Period, then the Company will so inform the Holder delivering such Notice and Questionnaire and will take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i). Notwithstanding anything to the contrary herein, the Company need not name any Holder that is not a Notice Holder as a selling securityholder in the Shelf Registration Statement or Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to this Section 2(d) (whether or not such Holder was a Notice Holder at the effective date of the Shelf Registration Statement) will be named as a selling securityholder in the Shelf Registration Statement or Prospectus in accordance with this Section 2(d).

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to file the Exchange Offer Registration Statement; (ii) the Company determines, upon advice of its outside counsel, that it is not reasonably practical, to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered as contemplated by Section 2 herein, including scenarios that the Company could incur special interest as discussed in Section 4 herein (iii) for any other reason the Exchange Offer pursuant to Section 1 hereof, (ii) Registration Statement is not declared effective within 180 days from the Closing Date or the Registered Exchange Offer is not consummated within 580 days of the Issue Date, period referenced in Section 2(c)(ii) herein; (iiiiv) any the Initial Purchaser so requests determines upon advice of its counsel that a Shelf Registration Statement must be filed in writing connection with respect to the Initial Securities (any public offering or the Private Exchange Securities) constituting Transfer Restricted sale of Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer as a result of being and that are held by such Initial Purchaser and held by it them following consummation of the Registered Exchange Offer Offer; or (ivv) any Holder of Transfer Restricted Securities (other than the Initial Purchaser) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may does not resell the Exchange Notes acquired by it receive freely tradeable New Securities in the Registered Exchange Offer to other than by reason of such Holder being an Affiliate of the public without delivery Company (it being understood that the requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with sales of a prospectusNew Securities shall not result in such New Securities being not “freely tradeable”), the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer effect a Shelf Registration Statement arises in accordance with subsection (but no earlier than 400 days after b) below; provided, however, that the Issue Date), file with Company shall have the Commission and thereafter shall use its reasonable best efforts right to cause to be declared effective on or prior to defer the 90th day after the date on which filing of the Shelf Registration Statement (or suspend sales under the Shelf Registration Statement or defer the updating of the Shelf Registration Statement and suspend sales thereunder) for a period of not more than sixty (60) consecutive days (and, in the aggregate, not more than ninety (90) days) per any one year period, if it determines that it would be materially detrimental to the Company to file such Shelf Registration Statement or continue sales under such Shelf Registration Statement and conclude, as defined below) a result, that it is required in the Company’s best interests and the best interests of its stockholders to be filed defer the filing of such Registration Statement or suspend such sales under such Shelf Registration Statement at such time (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (collectively referred to as the “Shelf Registration StatementStatement Deferral and Suspension Periods” and, together with the Exchange Offer Registration StatementStatement Deferral and Suspension Periods, the “Deferral and Suspension Periods”). (b) If required pursuant to subsection (a) above, (i) the Company, at its cost, shall as promptly as practicable, but in no event later than 90 days after such obligation to file arises, file with the Commission and cause to be declared effective under the Act, a “Shelf Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The the Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended under the Act, in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by the Holders of the relevant Securities until for a period ending after the earlier of (1) three years from the Issue Date and (2A) the date on which all such Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by with the Shelf Registration Statement Statement, (iB) have been sold the date on which such Securities become eligible for resale without restrictions pursuant thereto to Rule 144 under the Act, or (iiC) are no longer Transfer Restricted Securitiesone year after the Closing Date (in either such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities or New Securities covered thereby not being able to offer and sell such Securities or New Securities during that period, unless (a) such action is required by applicable law; provided that (b) such action is taken by the Company shall in good faith and for valid business reasons (not be including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so deemed unless long as the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable; or (c) such action results in a is otherwise explicitly allowed under this Agreement (e.g., the Shelf Registration Default (after giving effect to Section 6(b) hereofStatement Deferral and Suspension Periods). (ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder Commission; and (iiB) 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, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 310 days of the Issue DateDate (or if the 310th day is not a business day, the first business day thereafter) (iii) any an Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange and any such Holder so requests, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable (but in no event more than 60 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any In the event that (i) the Issuer determines that the Exchange Offers provided for in Section 3 hereof are not available or the Exchange Offers for Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days may not be completed as soon as practicable after the Issue last Exchange Date and (i) with respect to the Exchange Offers because of they would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofCommission staff, (ii) such Exchange Offers are not for any other reason completed by the Registered Exchange Offer date that is five years after the Closing Date (or if such date is not consummated within 580 days of a Business Day, the Issue Date, next succeeding Business Day) or (iii) any Initial Purchaser so requests in writing prior to the last Exchange Date with respect to the Exchange Offers, the Issuer receives a written request (a “Shelf Request”) from any Initial Securities (or the Private Exchange Securities) constituting Purchaser representing that it holds Transfer Restricted Securities that are not eligible or were ineligible to be exchanged for in such Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectusOffers, the Company shall take Issuer and the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission and thereafter Guarantors shall use its their commercially reasonable best efforts to cause to be declared effective on filed with the Commission, as soon as practicable, but in any event within 30 days, after such determination date or prior to the 90th day after receipt of a Shelf Request, as the date on which the Shelf Registration Statement (as defined below) is required to case may be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration StatementFiling Deadline”), a “Shelf Registration Statement”) on an appropriate form under Statement providing for the Securities Act relating to the offer and sale of all the Transfer Restricted Securities by the Holders thereof from time and to time have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day); provided, that (a) no Holder will be entitled to have any Transfer Restricted Securities included in accordance with any Shelf Registration Statement, or entitled to use the methods Prospectus forming a part of distribution set forth in such Shelf Registration Statement, until such Holder shall have provided such other information regarding such Holder to the Issuer as is contemplated by Section 4(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and Rule 415 under (b) the Securities Act (hereinafter, Issuer and the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) Guarantors shall be entitled under no obligation to have the Securities held by it covered by file any such Shelf Registration Statement unless such Holder agrees in writing before they are obligated to Consummate the Exchange Offers pursuant to Section 3 hereof. In the event that the Issuer and the Guarantors are required to cause to be bound by all filed with the provisions Commission a Shelf Registration Statement pursuant to clause (iii) of this Agreement applicable to such Holder. (b) The Company the preceding sentence, the Issuer and the Guarantors shall use its their commercially reasonable best efforts to cause to be filed with the Commission and have become effective both an Exchange Offer Registration Statement pursuant to Section 3 hereof with respect to all Transfer Restricted Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Transfer Restricted Securities held by the Initial Purchasers after completion of the Exchange Offers. The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Initial Securities covered by thereby cease to be Transfer Restricted Securities (the “Shelf Effectiveness Period”). The Issuer and the Guarantors further agree to use their commercially reasonable efforts to supplement or amend the Shelf Registration Statement (i) have been sold pursuant thereto Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not instructions applicable to have the registration form used its reasonable best efforts to keep by the Issuer and the Guarantors for such Shelf Registration Statement effective or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders copies of any such supplement or amendment promptly after it has been used or filed with the Commission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 30 consecutive days or more than on two occasions during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that 12-month period, unless but in any event not more than 90 days in the aggregate (whether or not consecutive) in any 12-month period (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to 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 that . Any Shelf Suspension Period pursuant to this Section 4(a) shall begin on the Company shall not be so deemed unless such action results date specified in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement written notice given by the Issuer to the contrary, Holders and shall end on the Company shall cause date specified in a subsequent written notice given by the Shelf Registration Statement and Issuer to 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 thereunder 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, in light of the circumstances under which they were made, not misleadingHolders.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) for any other reason the Registered Exchange Offer is not consummated within 580 270 days of the Issue Closing Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange and any such Holder so requests, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”): (a) The Company shall, at its cost, within shall promptly (but in no event more than 30 days after the time its obligation to file an Exchange Offer Registration Statement arises Trigger Date (but no earlier than 400 days after the Issue Datesuch 30th day being a “Filing Deadline”), ) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after no later than the date on which (such date, an “Effectiveness Deadline”) that is (1) in the Shelf Registration Statement case of clause (as defined belowi) is required to be filed (but no earlier than 490 above, 240 days after the Issue DateDate or (2) in the case of clauses (unless it becomes effective automatically upon filingii), (iii) or (iv) above, 60 days after the Filing Deadline, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (such period, the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on (a) Subject to the date falling 400 days after the Issue Date and (iShareholder’s material compliance with its obligations under Section 6.05(a) because of any change in law or in applicable interpretations thereof by the staff of the CommissionMerger Agreement, if at any time following the Closing Date, subject to the availability of registration on Form S-3 or any successor form thereto (“Form S-3”) to the Company, the Company is not permitted to effect receives a Registered Exchange Offer and would otherwise be required to effect written request (a Registered Exchange Offer pursuant to Section 1 hereof“Shelf Notice”) from any Shareholder Party, (ii) the Registered Exchange Offer is not consummated within 580 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, then the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission and thereafter shall will use its reasonable best efforts to to, as expeditiously as possible, file and cause to be declared effective on or prior to by the 90th day after the date on which the Shelf SEC, a Registration Statement (as defined below) is required on Form S-3 providing for an offering to be filed (but no earlier than 490 days after made on a continuous basis pursuant to Rule 415 under the Issue Date) (unless it becomes effective automatically upon filing) a registration statement 1933 Act (the “Shelf Registration Statement” and”) relating to the offer and sale from time to time through agents, together with underwriters or dealers, directly to purchasers, or through a combination of any of these methods of sale, at fixed prices, prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices, of all or any portion of the Exchange Offer Registration StatementRegistrable Securities then Beneficially Owned by the Shareholder Parties; provided that if the Company remains a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act), a “Shelf Notice will not be required and the Company will file, in order that such Shelf Registration Statement”) Statement is effective on the date of the two-month anniversary of the Closing Date, a Shelf Registration Statement in the form of an appropriate form automatic shelf registration statement (as defined in Rule 405 under the Securities ▇▇▇▇ ▇▇▇) or any successor form thereto registering an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the 1933 Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof sale, from time to time in accordance with the through agents, underwriters or dealers, directly to purchasers, or through a combination of any of these methods of distribution set forth in sale, at fixed prices, prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices, of all or any portion of the Shelf Registration Statement and Rule 415 under the Registrable Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities then held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderShareholder Parties. (b) The Subject to Section 4.1(d), the Company shall will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit effective, including by renewing the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Shelf Registration Statement, until the earlier of (1i) three years from after the Issue Date Shelf Registration Statement first becomes effective and (2ii) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able Statement, or otherwise cease to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof)Registrable Securities. (c) Notwithstanding any other provisions of this Agreement The Company will be entitled, from time to time, by providing written notice to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as holders of the effective date of Registrable Securities who elected to participate in the Shelf Registration Statement, amendment to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a period of up to an aggregate of 60 calendar days, and no more than once, in any 365-day period, exclusive of days covered by any lock-up agreement executed by the Shareholder Parties in connection with any underwritten Public Offering if the Company delivers to the Shareholder Parties a certificate signed by either the chief executive officer or supplement, the chief financial officer of the Company certifying that the conditions constituting a Material Disclosure Event exist at such time. Following the earlier of (i) to comply in all material respects with the applicable requirements termination of the Securities Act and the rules and regulations of the Commission thereunder conditions constituting a Material Disclosure Event and (ii) 60 calendar days following delivery of the notice certifying the existence of a Material Disclosure Event, without any further request from a holder of Registrable Securities, the Company to the extent necessary will use reasonable best efforts to, as expeditiously as possible, prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) At any time that a Shelf Registration Statement is effective, if any Shareholder Party holding Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an underwritten Public Offering (a “Shelf Offering”), then, the Company will, as expeditiously as possible, amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of securities pursuant to the Faiveley Registration Rights). In connection with any Shelf Offering that is an underwritten Public Offering and where the plan of distribution set forth in the Take-Down Notice includes a customary “road show” (including an “electronic road show”) involving substantial marketing efforts by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company will forward the Take-Down Notice to all other Persons, if any, included on the Shelf Registration Statement pursuant to the Faiveley Registration Rights and the Company will permit each such Person to include its securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the Company within five days after delivery of the Take-Down Notice to such Person; and (ii) if the managing underwriter(s) advises the Company and the holders of Registrable Securities that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there will be included in such Marketed Underwritten Shelf Offering only such securities as is advised by such lead managing underwriter(s) can be sold without such effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.2(b). For the avoidance of doubt: (x) an underwritten Public Offering involving a sale to a broker-dealer in a block sale so long as such broker-dealer makes block trades in the ordinary course of its business shall not constitute a Marketed Underwritten Shelf Offering and (y) an underwritten Public Offering that involves representatives of the Company or the underwriters having discussions with potential investors in connection with the underwritten Public Offering, but without a customary “roadshow”, shall not constitute a Marketed Underwritten Shelf Offering.

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after New Notes held by non-Affiliates of the Issue Date Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer pursuant that it is not eligible to Section 1 hereofparticipate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, (ii) the Registered Exchange Offer is not consummated within 580 365 days of after the Issue Settlement Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, ; then the Company shall take the following actions:use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall, at its cost, within 30 as promptly as practicable (but in no event more than 60 days after the time its obligation Company is so required pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue DateSection 3(a)), file with the Commission Commission, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to under the 90th day Act within 150 days after the date on which the Company is so required pursuant to Section 3(a), a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale covering resales of the Transfer Restricted Securities New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (bii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which that is two years after the Settlement Date or the date that all Securities New Notes registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by resale under the Shelf Registration Statement (iA) have been sold pursuant thereto to the Shelf Registration Statement or (iiB) are no longer Transfer Restricted Securitiesfreely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities covered New Notes registered for resale thereby not being able to offer and sell such Securities New Notes during that period, unless (A) such action is required by applicable law; provided that law or (B) such action is taken by the Company shall in good faith and for, in the Company’s good faith judgment, valid business reasons (not be including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so deemed unless such action results in a Registration Default (after giving effect to long as the Company promptly thereafter complies with the requirements of Section 6(b4(i) hereof), if applicable. (ciii) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (A) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder thereunder, (B) any Shelf Registration Statement and any amendment thereto (iiin either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on (a) the date falling 400 days after Issuer and the Issue Date and Guarantors are not: (i) because of any change in law or in applicable interpretations thereof by required to file the staff of the Commission, the Company is not Exchange Offer Registration Statement; or (ii) permitted to effect a consummate the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) because the Registered Exchange Offer is not consummated within 580 days of the Issue Date, permitted by applicable law or Commission policy; or (iiib) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Holder of Transfer Restricted Securities that are not eligible notifies the Issuer prior to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it 20th Business Day following consummation of the Registered Exchange Offer or that: (ivi) any Holder of Transfer Restricted Securities it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or Offer; (ii) it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (iii) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of a prospectusthe Issuer, the Company Issuer and the Guarantors shall take the following actions: actions (the date on which any of the conditions described in the foregoing clauses (a) and (b) occurs, including, in the case of clauses (b)(i)-(iii), the receipt of the required notice, being a (“Trigger Date”): (A) The Company Issuer and the Guarantors shall, at its cost, within on or prior to 30 days after the time its obligation to file an Exchange Offer Registration Statement arises Trigger Date (but no earlier than 400 days after the Issue Date365th day following the Closing Date (or, if not a Business Day, on the next succeeding Business Day)) (such date being a “Filing Deadline”), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to by the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) Commission (unless it becomes effective automatically upon filing) on or prior to 60 days after the Filing Deadline (or, if not a Business Day, on the next succeeding Business Day) (such 60th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (bB) The Company Issuer and the Guarantors shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j4(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) thereto, are no longer outstanding or cease to be Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep Securities (such period being the “Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereofPeriod”). (cC) Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuer and the Guarantors shall cause use commercially reasonable efforts to ensure that (i) 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 thereunder and thereunder; (ii) the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not to misleading; and (iii) any prospectus forming part of any Shelf Registration Statement does not 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on In the date falling 400 days after the Issue Date and event that (i) the Issuer determines that the Exchange Offers provided for in Section 3 hereof are not available or the Exchange Offers for Transfer Restricted Notes may not be completed as soon as practicable after the last Exchange Date with respect to the Exchange Offers because of they would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofCommission staff, (ii) such Exchange Offers are not for any other reason completed by the Registered Exchange Offer date that is five years after the Settlement Date (or if such date is not consummated within 580 days of a Business Day, the Issue Date, next succeeding Business Day) or (iii) any Initial Purchaser so requests in writing prior to the last Exchange Date with respect to the Initial Securities Exchange Offers, the Issuer receives a written request (or the Private Exchange Securitiesa “Shelf Request”) constituting from any Holder representing that it holds Transfer Restricted Securities Notes that are not eligible or were ineligible to be exchanged in such Exchange Offers, the Issuer shall use its commercially reasonable efforts to cause to be filed with the Commission, as soon as practicable, but in any event within 30 days, after such determination date or the receipt of a Shelf Request, as the case may be (the “Shelf Filing Deadline”), a Shelf Registration Statement providing for Exchange Securities in the Registered Exchange Offer as a result sale of being held by such Initial Purchaser and held by it following consummation of all the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities Notes by the Holders thereof and to have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectusBusiness Day, the Company shall take the following actions: next succeeding Business Day); provided, that (a) The Company shallno Holder will be entitled to have any Transfer Restricted Notes included in any Shelf Registration Statement, at its costor entitled to use the Prospectus forming a part of such Shelf Registration Statement, within 30 days after until such Holder shall have provided such other information regarding such Holder to the time its Issuer as is contemplated by Section 4(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Issuer shall be under no obligation to file any such Shelf Registration Statement before it is obligated to Consummate the Exchange Offers pursuant to Section 3 hereof. In the event that the Issuer is required to cause to be filed with the Commission a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Issuer shall use its commercially reasonable efforts to cause to be filed with the Commission and have become effective both an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file pursuant to Section 3 hereof with the Commission respect to all Transfer Restricted Notes and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the a Shelf Registration Statement (as defined below) is required to which may be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf combined Registration Statement” and, together Statement with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating with respect to the offer offers and sale sales of Transfer Restricted Notes held by such Holders after completion of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) Exchange Offers. The Company Issuer shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith the Initial Notes covered thereby cease to be Transfer Restricted Notes (the “Shelf Effectiveness Period”). The Issuer further agrees to use its commercially reasonable efforts to supplement or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by amend the Shelf Registration Statement (i) have been sold pursuant thereto Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not instructions applicable to have the registration form used its reasonable best efforts to keep by the Issuer for such Shelf Registration Statement effective or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Notes with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer agrees to furnish to the Holders copies of any such supplement or amendment promptly after it has been used or filed with the Commission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 30 consecutive days or more than on two occasions during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that 12-month period, unless but in any event not more than 90 days in the aggregate (whether or not consecutive) in any 12-month period (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to 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 that . Any Shelf Suspension Period pursuant to this Section 4(a) shall begin on the Company shall not be so deemed unless such action results date specified in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement written notice given by the Issuer to the contrary, Holders and shall end on the Company shall cause date specified in a subsequent written notice given by the Shelf Registration Statement and Issuer to 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 thereunder 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, in light of the circumstances under which they were made, not misleadingHolders.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 60 days following the effectiveness of the Issue Date, Exchange Offer Registration Statement or (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities Holder (or the Private Exchange Securitiesother than an Exchanging Dealer) constituting Transfer Restricted Securities that are is not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer as a result or, in the case of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating (other than an Exchanging Dealer) that participates in the Registered Exchange Offer or may Offer, such Holder does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Registered Exchange Offer to the public without delivery of a prospectusexchange, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable (but in no event more than 60 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 this Section 2, or, if later, 120 days after the Issue Date), ) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) not later than 120 days after filing pursuant to this Section 2 (unless the Shelf Registration Statement is reviewed by the Commission, in which case not later than 180 days after filing pursuant to this Section 2), or, if later, 180 days after the Issue Date (unless the Shelf Registration Statement is reviewed by the Commission, in which case not later than 240 days after the Issue Date), on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective or becomes automatically effective upon filing or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted SecuritiesSecurities (as defined in Section 6 hereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 315 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing during the 20 business days following consummation of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable, but not later than the later of (i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after such obligation arises and (ii) 270 days (or if the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days 270th day is not a business day, the first business day thereafter) after the Issue Date)Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company determines after consultation with its outside counsel that it is not permitted to effect a Registered the Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Date or (B) the Exchange Offer is not consummated within 580 210 days of after the Issue Closing Date, (iii) upon the request of any of the Initial Purchaser so requests in writing Purchasers holding Private Exchange Securities with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Registrable Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such or if the Initial Purchaser and held by it following consummation of Purchasers do not receive freely tradable Exchange Securities in the Registered Exchange Offer or (iv) upon notice of any Holder (other than an Initial Purchaser) given to the Company in writing within 30 days after the commencement of Transfer Restricted Securities is prohibited by applicable the Exchange Offer that (A) due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Registered Exchange Offer Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Registrable Securities acquired directly from the Company shall take or an affiliate of the following actions: Company, then in case of each of clauses (ai) The through (iv) the Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises : (but no earlier than 400 days after the Issue Date)a) As promptly as practicable, file with the Commission SEC, and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day as promptly as practicable but no later than 180 days after the date on which original issue of the Registrable Securities, a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders for a period of one year from the Holders original issue of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (Registrable Securities, or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period“Effectiveness Period”); provided, unless such action is required by applicable law; provided however, that the Company Effectiveness Period in respect of the Shelf Registration Statement shall not be so deemed unless such action results in extended up to a Registration Default (after giving effect maximum of 90 days if necessary to Section 6(b) hereof)permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provisions of this Agreement hereof, use its reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission thereunder and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted required to effect a Registered file an Exchange Offer and would otherwise be required Registration Statement or to effect a Registered consummate the Exchange Offer pursuant to Section 1 hereof, (ii) because the Registered Exchange Offer is not consummated within 580 days of permitted by applicable law or Commission policy (after the Issue Dateprocedures set forth in Section 6(a) hereof have been complied with), or (iiiii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than by reason of being an affiliate of the Company), such Holder notifies the Company within 20 Business Days following consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer Offer, or (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of a prospectusits affiliates, then, upon such Holder’s request, the Company shall take cause to be filed a shelf registration statement pursuant to the following actions: (a) The Company shallSecurities Act on an applicable form, at its cost, within 30 days after which may be an amendment to the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after in either event, the Issue Date), file with the Commission “Shelf Registration Statement”) and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to the later of (A) 360 days after the Closing Date and (B) the earliest to occur of (1) the 90th day after the date on which the Shelf Registration Statement (as defined below) Company determines that it is not required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with file the Exchange Offer Registration Statement, and (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement”Statement shall provide for resales of all Transfer Restricted Securities in the case of clause (1) on an appropriate form under above and, in the Securities Act relating to the offer and sale case of the clause (2) above, resales of Transfer Restricted Securities by the Holders thereof from time of which shall have provided the information required pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial PurchaserSection 4(b) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) hereof. The Company shall use its reasonable best efforts to keep the such Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to permit the prospectus included therein extent necessary to be lawfully delivered ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the relevant benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the earlier earliest of (1i) three years from the Issue Date date when all the Initial Securities covered by such Shelf Registration Statement can be sold to the public under Rule 144 under the Securities Act without regard to the volume limitations included therein and without regard to whether the Company is current in its Exchange Act filings (assuming they are not held by an Affiliate of the Company) and (2ii) the date on which all of the Initial Securities registered thereunder covered by such Shelf Registration Statement are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof)therewith. (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 365 days of the date of original issue of the Initial Securities (the “Issue Date”), (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive Exchange Securities that are freely tradeable under the public without delivery Securities Act on the date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within as promptly as practicable (but in no event more than 30 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j) below) from the date of effectiveness of the Shelf Registration Statement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitieshave been distributed to the public pursuant to Rule 144 under the Securities Act. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that law or is permitted under the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof)terms of this Agreement. (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading. (d) In the event that the Company is required to take the actions set forth in this Section solely as a result of the Registered Exchange Offer not being consummated within 365 days of the Issue Date, but the Registered Exchange Offer is subsequently completed in accordance with the terms of this Agreement prior to the sale of all Securities eligible to be sold under such Shelf Registration Statement, upon consummation of the Registered Exchange Offer, the Company will no longer be required to file, have declared effective or continue the effectiveness of the Shelf Registration Statement pursuant to this Section. (e) Notwithstanding anything to the contrary herein, at any time, the Company may delay the filing of the Shelf Registration Statement or delay or suspend the effectiveness thereof if the Company determines reasonably and in good faith (for valid business reasons, but not including the avoidance of its obligations hereunder) that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that in the reasonable judgment of the Company, would be detrimental to the Company, if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or any such action required by applicable law, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of the date which is the earlier of (A) the date on which such financing, acquisition, disposition, merger or other material transaction ceases to interfere with the Company’s obligations to file or maintain the effectiveness of any such Shelf Registration Statement pursuant to this Agreement or (B) 60 days after the commencement of such delay or suspension. The Delay Period shall not exceed 60 days in any three-month period or 90 days in any 12-month period. The period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above shall be extended by a number of days equal to the number of days during any Delay Period.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 365 days of the Issue DateDate (the “Consummation Deadline”), (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer or an affiliate of Transfer Restricted Securities the Company) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer or may not resell an affiliate of the Exchange Notes acquired by it Company) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company and the Guarantors shall take the following actions: (a) The Company and the Guarantors shall, at its their cost, within as promptly as practicable (but in no event more than 30 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Datethis Section 2), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that, if the obligation to file the Shelf Registration Statement arises because the Registered Exchange Offer has not been consummated by the Consummation Deadline, then the Company and the Guarantors will use their commercially reasonable efforts to file the Shelf Registration Statement on or prior to the 30th day after such filing obligation arises; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company and the Guarantors shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors shall cause use their commercially reasonable efforts to ensure that (i) 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 thereunder and thereunder; (ii) the Shelf Registration Statement and any amendment or supplement thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not to misleading; and (iii) any prospectus forming part of any Shelf Registration Statement does not 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of by November 12, 2017 (or, if such date is not a business day, the Issue Datefirst business day thereafter), (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer by law or may not resell policy of the Exchange Notes acquired by it Commission or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange and if any such Holder so requests, the Company shall take the following actions: (a) The Company shall, at its cost, within promptly (but in no event more than 30 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective on or prior to the later to occur of (i) October 13, 2017 (or, if such date is not a business day, the first business day thereafter) and (ii) the 240th day after the date of the event specified in clause (i) of this Section 2 and (y) the occurrence of one of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective on or prior to the 210th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of original issue of the Initial Securities under the Purchase Agreement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesthereto. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 580 180 days of after the Issue Date, or (iii) any Initial Purchaser so requests in writing with respect to Securities or (iv) any applicable law or interpretations do not permit any Holder to participate in the Initial Securities Registered Exchange Offer, or (or the Private Exchange Securitiesv) constituting Transfer Restricted Securities any Holder that are not eligible to be exchanged for Exchange Securities participates in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered does not receive freely transferable Exchange Offer Securities in exchange for tendered Securities, or (ivvi) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, the Company shall take so elects, then the following actionsprovisions shall apply: (a) The Company shall, at its cost, within 30 and the Guarantors shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 20 business days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file this Section 2) with the Commission (the "Shelf Filing Date"), and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Transfer Restricted Securities until for a period ending on the earlier of (1i) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) are no longer Transfer Restricted Securitiesthe date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company and the Guarantors shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2 hereof, ; (ii) the Registered Exchange Offer is has not been consummated within 580 days of by the Issue Exchange Date, ; or (iii) any Initial Purchaser so requests in writing with respect to Holder notifies the Initial Securities (or Company within 30 days following the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or that (ivA) any Holder of Transfer Restricted Securities it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or Offer; (B) it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, then the Company and the Guarantors shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) (i) The Company shall, at its cost, and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after the time its such filing obligation to file an Exchange Offer Registration Statement arises (arises, but in no event earlier than 400 days the 210th calendar day after the Issue Closing Date), file with the Commission and thereafter shall use its their respective reasonable best efforts to cause to be declared effective on or prior under the Act within 75 days of such filing, pursuant to the 90th day after the date on which the subsection (a) of this Section 3, a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) The Holder and has returned to the Company shall use its a completed and signed selling securityholder questionnaire in reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered and customary form by the Holders reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contraryan unsold allotment, the Company shall cause and the Shelf Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement and containing the related prospectus information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any amendment or supplement theretosuch Exchange Offer Registration Statement, as of so amended, shall be referred to herein as, and governed by the effective date of the provisions herein applicable to, a 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) the Issuers are not required to file the Exchange Offer Registration Statement or permitted to consummate the Exchange Offer as contemplated in Section 2.1 because of any change in the Exchange Offer is not permitted by applicable law or in by SEC rules or regulations or applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, SEC or (ii) the Registered Exchange Offer is not consummated within 580 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (having a reasonable basis to do so) notifies the Issuers prior to the 20th day following consummation of the Exchange Offer that (A) it is prohibited by applicable law or Commission SEC policy from participating in the Registered Exchange Offer or (B) it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a Participating Broker-Dealer and owns Securities acquired directly from the Issuers or an affiliate of a prospectusthe Issuers, then in case of each of clauses (i) and (ii) the Company shall take the following actionsIssuers shall, at their cost: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission and thereafter shall use its Use their reasonable best efforts to cause to be declared effective file with the SEC on or prior to 45 days after the 90th day after earlier of (x) the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after Issuers determine or receive notice from the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with SEC that the Exchange Offer Registration StatementStatement cannot be filed as a result of clause (i) above and (y) the date on which the Issuers receive the notice specified in clause (ii) above, (such earlier date, the "Filing Deadline"), a “Shelf Registration Statement”) on an appropriate form under the Securities Act Statement relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement, and use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC on or prior to the later of (x) 90 days after the Filing Deadline for the Shelf Registration Statement and Rule 415 under (y) 150 days after the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderClosing Date. (b) The Company shall use its Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders for a period of two years (or nine months in the case of a Shelf Registration Statement relating only to Private Exchange Securities) from the date the Shelf Registration Statement is declared effective by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (SEC, or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Transfer Restricted Securities (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof"Effectiveness Period"). (c) Notwithstanding any other provisions of this Agreement hereof, use their reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission thereunder and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Issuers shall not permit any securities other than Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuers further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) If, because (A) the Issuer is not required to file the Exchange Offer Registration Statement or (B) of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company Issuer is not permitted to effect a Registered the Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2.1 hereof, (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 210 days of the Closing Date (or within 270 days of the Closing Date in the event the Exchange Offer Registration Statement is reviewed by the SEC) or the Exchange Offer is not consummated within 580 30 business days of (or longer, if required by the Issue Date, federal securities laws) after the date on which the Exchange Offer Registration Statement was declared effective by the SEC or (iii) any Initial Purchaser so requests in writing with respect if a Holder notifies the Issuer and the Guarantor prior to the Initial Securities (or 20th day following the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or that it (ivA) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating not permitted to participate in the Registered Exchange Offer or Offer, (B) may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales or (C) is a broker-dealer and owns notes acquired directly from the Issuer or an affiliate of a prospectusthe Issuer, then in case of each of clauses (i) through (iii) the Company shall take Issuer and the following actionsGuarantor shall, at the Issuer’s cost: (a) The Company shallUse all commercially reasonable efforts to file, at its cost, within 30 as promptly as practicable but no later than 45 days after any of the time its obligation to file an Exchange Offer Registration Statement arises circumstances in clauses (but no earlier than 400 days after the Issue Date)i) through (iii) above being satisfied, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the SEC a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing Statement, and thereafter shall use all commercially reasonable efforts to cause to be bound by all the provisions of this Agreement applicable to declared effective, as promptly as practicable but no later than 90 days after such Holderdate described above, such Shelf Registration Statement. (b) The Company shall use its Use all commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders for a period of the relevant Securities until the earlier of (1) three two years from the Issue Date and date the Shelf Registration Statement is declared effective by the SEC (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (subject to Section 3(e)), or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Transfer Restricted Securities (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period“Effectiveness Period”); provided, unless such action is required by applicable law; provided however, that the Company Effectiveness Period in respect of the Shelf Registration Statement shall not be so deemed unless such action results in a Registration Default (after giving effect extended to Section 6(b) hereof)the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provisions of this Agreement hereof, use all commercially reasonable efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission thereunder and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The Issuer and the Guarantor agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If To the extent not prohibited by any Transfer Restricted Securities other than Exchange Securities remain outstanding on law or applicable SEC policy, in the date falling 400 days after the Issue Date and event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not permitted to effect a Registered file the Exchange Offer and would otherwise be required Registration Statement or to effect a Registered consummate the Exchange Offer pursuant to Section 1 hereofbecause the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Registered Exchange Offer is not consummated for any other reason declared effective under the Securities Act by the SEC within 580 180 days of after the Issue DateClosing Time, (iii) any Initial Purchaser so requests holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in writing with respect law or SEC policy it is not entitled to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer as Offer, (2) due to a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable change in law or Commission SEC policy from participating in the Registered Exchange Offer or it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (3) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, or (iv) the holders of a prospectusmajority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Company shall take the following actions: (a) The Company Issuer shall, at its cost, within file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 is not declared effective under the Securities Act by the SEC within 180 days after the Issue DateClosing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and payable), file with a Shelf Registration Statement providing for the Commission and thereafter sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to the 90th day 90 days after the date on which obligation to file the Shelf Registration Statement arises (in the case of (B) above). 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 furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as defined below) is the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time included in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders effective, supplemented and amended for a period of the relevant Securities until the earlier of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith Closing Time (or such shorter period provided for such longer period if extended pursuant in any amendment to Section 3(jRule 144(k) belowunder the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer Transfer Restricted (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities. The Company , if issued, the Issuer shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company 60 days. The Issuer shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 Registration. The Issuer further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does 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, in light of the circumstances under which they were made, not misleadingexceed $5,000,000.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 240 days of the Issue DateDate (the “Consummation Deadline”), (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell and such Holder notifies the Company within 90 days following consummation of the Registered Exchange Notes acquired by it Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange and any such Holder so requests within 90 days following consummation of the Registered Exchange Offer, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”): (a) The Company shall, at its cost, within as promptly as practicable (but in no event more than 30 days after the time its obligation to file an Trigger Date, such date being a “Shelf Filing Deadline,” each of the Exchange Offer Registration Statement arises (but no earlier than 400 days after Filing Deadline and the Issue Date)Shelf Filing Deadline, a “Filing Deadline”) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier later than 490 180 days after the Issue Date) Trigger Date (unless it becomes effective automatically upon filingsuch 180th day being a “Shelf Effectiveness Deadline,” each of the Exchange Effectiveness Deadline and the Shelf Effectiveness Deadline, an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission's staff, the Company determines upon the advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Registered Exchange Offer is not consummated within 580 270 days of the Issue Date, date hereof; (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and that are held by it following consummation of the Registered Exchange Offer or Offer; (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer under applicable law or may not resell applicable policies of the Exchange Notes acquired by it Commission; or (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to does not receive freely tradeable New Securities on the public without delivery date of a prospectusthe exchange for validly tendered (and not withdrawn) Transfer Restricted Securities, the Company shall take effect a Shelf Registration Statement in accordance with subsection (b) below (the following actions:date on which any of the conditions described in the foregoing clauses (i) through (v) occur, including in the case of clauses (iii), (iv) and (v) the receipt of the required notice, being a "Trigger Date"): (ai) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall, at its cost, within 30 shall as promptly as practicable (but in no event more than 50 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Trigger Date), prepare and file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to under the 90th day after the date on which the Act a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming a part thereof to be lawfully delivered usable by the Holders for a period of the relevant Securities until the earlier of (1) three two years from the Issue Date and (2) date the date on which all Securities registered thereunder are disposed of in accordance therewith Shelf Registration Statement is declared effective by the Commission (or for such longer period if extended pursuant to Section 3(j) below4(j)) or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer Transfer Restricted Securitiesin any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 540 days of the Issue DateDate (or if the 540th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) (such 30th day being a “Shelf Registration Statement Filing Deadline,” together with the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date)Filing Deadline, each, a “Filing Deadline”) file with the Commission and thereafter shall (x) in the case of Section 2(i) above, use its reasonable best efforts to cause to be declared effective on or prior to the 90th 510th day after the date on which Issue Date or (y) in the Shelf Registration Statement case of Section 2(ii), (as defined belowiii) is required or (iv) above, use its reasonable best efforts to cause to be filed (but no earlier than 490 days after the Issue Date) declared effective (unless it becomes effective automatically upon filing) on or prior to the 60th day after the Shelf Registration Statement Filing Deadline (such 510th or 60th day, respectively, being an “Effectiveness Deadline”) a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesthe “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered file ------------------ the Exchange Offer and would otherwise be required Registration Statement or to effect a Registered consummate the Exchange Offer pursuant to Section 1 hereof, because the Exchange Offer is not permitted by applicable law or SEC policy; (ii) for any other reason, the Registered Exchange Offer is not consummated (as defined in Section 2(a)) within 580 180 days of after the Original Issue Date, ; (iii) any Initial Purchaser so requests in writing with respect Holder of Notes notifies the Company prior to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it 20th day following consummation of the Registered Exchange Offer or that (iva) any Holder of Transfer Restricted Securities is prohibited by applicable due to a change in law or Commission SEC policy from participating such Holder is not entitled to participate in the Registered Exchange Offer Offer, (b) due to a change in law or SEC policy such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (c) such Holder is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company; or (iv) the Holders of a prospectusmajority in aggregate principal amount of the Notes are not eligible to participate in the Exchange Offer and to receive Exchange Notes that they may resell to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time : (A) use its obligation best efforts to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective SEC, on or prior to the 90th 90/th/ day after following the date on which the occurrence of any event specified in clauses (i) through (iv) above, a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Transfer Restricted Notes and set forth in such Shelf Registration Statement, and use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act within 150 days after such filing obligation arises, provided that if the obligation to file the Shelf Registration Statement and Rule 415 under arises because the Securities Act (hereinafterExchange Offer has not been consummated within 180 days after the Original Issue Date, then the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled Company will use its best efforts to have file the Securities held by it covered by such Shelf Registration Statement unless on or prior to the 30th day after such filing obligation arises, provided further that, with respect to Exchange Notes received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, the Company may, if permitted by current interpretations by the SEC's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (A) solely with respect to broker-dealers who acquired their Notes as a result of market making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Statement, upon notice from any Holder not eligible to participate in the Exchange Offer pursuant to clause (iii) above or pursuant to clause (iv) above, the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted Notes that are eligible to participate in the Exchange Offer and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Transfer Restricted Notes held by such Holder agrees in writing to be bound by all after completion of the provisions of this Agreement applicable to such Holder.Exchange Offer; (bB) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders for a period of the relevant Securities until the earlier of (1) three two years from the Issue Date and (2) the after its effective date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (until one year after giving effect to Section 6(b) hereof). (c) 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 if such Shelf Registration Statement is filed pursuant to clause (iv) above) or such shorter period which will terminate when all of the Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and (C) notwithstanding any other provisions hereof, amendment or supplement, use its best efforts to ensure that (i) to comply any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission thereunder and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its best efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) If, because of any change in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company and the Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not permitted to effect a Registered the Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 300 days following the Closing Date or (B) the Exchange Offer is not consummated completed within 580 365 days of after the Issue Closing Date, (iii) any if the Initial Purchaser so requests in writing is holding Private Exchange Securities issued with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Registrable Securities that are were not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or if the Initial Purchaser does not receive freely tradable Exchange Securities in the Exchange Offer, upon the request of the Initial Purchaser, (iv) upon notice of any Holder (other than the Initial Purchaser) given to the Company or the Guarantor in writing within 35 days after the commencement of Transfer Restricted Securities is prohibited by applicable the Exchange Offer to the effect that (A) due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or the Guarantor or an “affiliate” of the Company or the Guarantor (as such term is defined in Rule 405 under the 1▇▇▇ ▇▇▇) or (v) the holders of a majority of the Exchange Securities may not resell the Exchange Notes acquired by it them in the Registered Exchange Offer to the public without delivery restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then in case of a prospectus, each of clauses (i) through (v) the Company shall take and the following actionsGuarantor shall, at their cost: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date)As promptly as practicable, file with the Commission SEC, and thereafter shall use its their reasonable best efforts to cause to be declared effective on or prior to the 90th day as promptly as practicable but no later than 365 days after the date on which the Closing Date, a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use its Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities until the earlier of (1A) three two years from the Issue Date and date the Shelf Registration Statement is declared effective by the SEC, (2B) the date on which the Registrable Securities become eligible for resale pursuant to Rule 144(k) or any successor provision or (C) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period“Effectiveness Period”); provided, unless such action is required by applicable law; provided however, that the Company Effectiveness Period in respect of the Shelf Registration Statement shall not be so deemed unless such action results in a Registration Default (after giving effect extended if and to Section 6(b) hereof)the extent necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provisions of this Agreement hereof, use their reasonable best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission thereunder and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Guarantor further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), shall file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf as soon as reasonably practicable, but in no event later than September 15, 2000, a Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an any appropriate form under the Securities Act relating pursuant to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, and/or any similar rule that may be adopted by the “Shelf Registration”)Commission with respect to all of the Registrable Securities; provided, however, that no Holder if such Registration Statement is not declared effective by November 15, 2000, the Company will (other than i) reduce the exercise price of the Warrant ("Exercise Price") and the conversion price of the Convertible Note ("Conversion Price") in an Initial Purchaseramount equal to 2% of the Exercise Price and the Conversion Price, and (ii) shall be entitled increase the Interest Rate of the Convertible Note by 2% per annum per each 30-day period until such time that the Registration Statement is declared effective by the Commission or each of the Exercise Price and the Conversion Price becomes equal to $0.05 per share and the Interest Rate of the Convertible Note increases to 15% per annum. The Company agrees (i) to use its commercially reasonable efforts to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder. November 15, 2000 and (bii) The Company shall use its reasonable best efforts to keep the Shelf such Registration Statement continuously effective (and to take any and all other actions necessary in order to permit the prospectus included therein to be lawfully delivered by the Holders public resale of the relevant Registrable Securities covered by such Registration Statement) for a period until such date as is the earlier of (1a) three years from the Issue Date and date on which at least 75% of the Registrable Securities have been sold, (2b) the date on which at least 75% of the Registrable Securities may be immediately sold to the public without registration or restriction pursuant to Rule 144(k) under the Securities Act or any successor provision, (c) the date on which all restrictive legends have been removed from all Registrable Securities registered thereunder are disposed of in accordance therewith and all "stop transfer" instructions issued to the Company's transfer agent have been canceled or (or for d) two (2) years following the date on which such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement is declared effective. If (i) have been sold pursuant thereto the Registration Statement is not declared effective by November 15, or (ii) are a stop order is imposed or if for any other reason the effectiveness of the Registration Statement is suspended or the Registration Statement is no longer Transfer Restricted Securities. The Company shall be deemed not current and requires amendment pursuant to have used its reasonable best efforts to keep Section 5 hereof during the Shelf period that the Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that to remain effective pursuant to this Section 3, and such suspension or period during which the Registration Statement is not current continues for 30 consecutive days, then the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 reduce each of the Securities Act Exercise Price and the rules and regulations Conversion Price, to the extent it has not been previously exercised, in an amount equal to 2% of the Commission thereunder Exercise Price and the Conversion, 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 increase the statements therein, in light Interest Rate of the circumstances under which they were madeConvertible Note by 2% per annum per each 30-day period subsequent to the initial 30-day period previously mentioned in this sentence that such Registration Statement is not declared effective by the Commission until each of Exercise Price and the Conversion Price becomes $0.05 per share and the Interest Rate of the Convertible Note is increased to 15% per annum. Notwithstanding the foregoing, the immediately preceding sentence shall not misleadingapply if the stop order, suspension or requirement for amendment arises out of any action, omission or information provided to the Company by such Holder or such Holder's distribution of the Registrable Securities.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on In the date falling 400 days after the Issue Date and event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because of it would violate any change in applicable law or in applicable interpretations thereof by the staff of the Commission, Staff of the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofSEC, (ii) the Registered Exchange Offer is not consummated within 580 days of the Issue Datefor any other reason completed by June 30, 2003, (iii) after June 30, 2003, at the request of any Initial Purchaser so requests in writing Holder with respect to any Registrable Securities held by it, if such Holder is not permitted, in the Initial Securities (opinion of counsel for such Holder, pursuant to applicable law or applicable interpretations of the Private staff of the SEC, to participate in the Exchange Securities) constituting Transfer Restricted Securities Offer and thereby receive securities that are not eligible freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due solely to be exchanged for Exchange Securities in the Registered Exchange Offer status of such Holder as an Affiliate of the Company or as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer Participating Broker-Dealer) or (iv) in the case of any Holder of Transfer Restricted Securities (other than a Participating Broker-Dealer) that is prohibited by applicable law or Commission policy from participating eligible to participate in the Registered Exchange Offer or may not resell Offer, and properly tenders its Registrable Securities in accordance with the procedures of the Exchange Notes acquired by it in Offer, and such Holder does not receive freely tradeable Exchange Securities on the Registered Exchange Offer to date of the public without delivery of a prospectusexchange and any such Holder so requests, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission and thereafter shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or request, as the case may be (but in no event more than 30 days after such determination, date or request), a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof (other than Registrable Securities owned by Holders who have elected not to include such Registrable Securities in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph) and to have such Shelf Registration Statement declared effective on by the SEC. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) or prior (iv) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the 90th day after the date on which the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (as defined below) is required to which may be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf combined Registration Statement” and, together Statement with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the with respect to offers and sales of Registrable Securities Act relating to the offer and sale of the Transfer Restricted Securities held by the Holders thereof from time to time in accordance with after completion of the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) Exchange Offer. The Company shall agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit until the prospectus included therein Securities cease to be lawfully delivered by Registrable Securities (the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith ("Shelf Effectiveness Period"). The Company further agrees to supplement or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by amend the Shelf Registration Statement (i) have been sold pursuant thereto and the related Prospectus if required by the rules, regulations or (ii) are no longer Transfer Restricted Securitiesinstructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company shall be deemed not to have used its reasonable best 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 Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) . 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 315 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing during the 20 business days following consummation of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating the Exchange Offer that it was not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable, but not later than the later of (i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after such obligation arises and (ii) 270 days (or if the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days 270th day is not a business day, the first business day thereafter) after the Issue Date)Date of the Initial Securities, file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) when all the Securities covered by the Registration Statement are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144 under the Securities Act, or any successor rule thereof, or are otherwise no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) and (iii) when all the Securities covered by the Shelf Registration Statement cease to be outstanding. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of due to any change in law law, Commission policy or in applicable interpretations thereof by the staff of the Commission’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2 hereof, ; (ii) for any other reason the Registered Exchange Offer is not consummated within 580 360 days of the Issue Closing Date, ; or (iii) any Initial Purchaser so requests in writing with respect Holder, prior to the Initial Securities (or effectiveness of the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by Registration Statement, notifies the Issuers that (a) it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or Offer, (b) it may not resell the Exchange Notes New Securities acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, Prospectus and the Company shall take Prospectus contained in the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises is not appropriate or available for such resales or (c) it is a broker-dealer and owns notes acquired directly from the Issuers or an affiliate of the Issuers, the Issuers shall promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (b) If the Shelf Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, (i) the Issuers shall as promptly as practicable (but in no earlier event later than 400 360 days after the Issue DateClosing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), ) use their commercially reasonable efforts to file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective on under the Act within 90 days (or prior to the if such 90th day is not a Business Day, the next succeeding Business Day) after the date on which filing thereof with the Commission, a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuers shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Holders of the relevant Securities Commission until the earlier of earliest of: (1) three years from the Issue Date and (2A) the date on upon which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement or (iiB) are no longer Transfer Restricted Securitiesone year from the effective date of the Shelf Registration Statement (in any such case, the “Shelf Registration Period”). The Company Issuers shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless such action is (x) required by applicable law; provided that law or otherwise taken by the Company shall Issuers in good faith and for valid business reasons (not be so deemed unless such action results in a Registration Default including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets and (after giving effect y) permitted pursuant to Section 6(b4(k)(ii) hereof). (ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuers shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder and (iiB) 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 220 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to shall notify the Company following consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer Offer; or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) notifies the Company in writing that it is prohibited by applicable law or Commission SEC policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by it, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable (but in no event more than 60 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall (x) in the case of clause (i) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the Issue Date and (y) in the case of clause (ii), (iii) or (iv) above, use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed. (c) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (cd) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of permitted by applicable law or Commission policy (after the Issue Date, (iiiCompany and the Guarantors have complied with the procedures set forth in Section 6(b) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securitieshereof) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (ivii) if any Holder of Transfer Restricted Securities is shall notify the Company prior to the 20th business day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company shall take or any of its Affiliates, then the following actionsCompany and the Guarantors shall: (aI) The Company shalluse their commercially reasonable best efforts to file, at its costor cause to be filed, within 30 on or prior to 60 days after the time its obligation earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) of this Section and (ii) the date on which the Company receives the notice specified in clause (a)(ii) of this Section (the 60th day after such earlier date, the "FILING DEADLINE"), a shelf registration statement pursuant to file Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities; and (II) use their commercially reasonable best efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Filing Deadline for the Shelf Registration Statement (such 180th day the "EFFECTIVENESS DEADLINE"). If, after the Company has and the Guarantors have filed an Exchange Offer Registration Statement arises that satisfies the requirements of Section 3(a) above, the Company is and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (but no earlier than 400 days after the Issue Datei.e., clause (a)(i) of this Section), file with then the Commission filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (I) above; provided that, in such event, the Company and thereafter the Guarantors shall use its reasonable best efforts remain obligated to cause meet the Effectiveness Deadline set forth in clause (II) above. To the extent necessary to be declared effective on or prior to the 90th day after the date on which ensure that the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale available for sales of the Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their commercially reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) hereof and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time in accordance with time, for a period of at least two years (as extended pursuant to Section 6(c)(i) hereof) following the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof)thereto. (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) If, because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered the Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2(a) hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 270 days following the Issue Date or (B) the Exchange Offer is not consummated within 580 45 days after effectiveness of the Issue DateExchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 270-day period or if the Exchange Offer shall be consummated after such 45-day period, then the Company's obligations under this clause (ii) arising from the failure of the Exchange Offer Registration Statement to be declared effective within such 270-day period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser so requests holding Notes under the circumstances referred to in writing with respect to the Initial Securities clause (or the Private Exchange Securitiesiv) constituting Transfer Restricted Securities that are below) is not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation under applicable law or applicable interpretations of the Registered staff of the Commission or elects to participate in the Exchange Offer but does not receive Exchange Notes which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Holder Initial Purchaser prior to the 90th day following the consummation of Transfer Restricted Securities the Exchange Offer with respect to any Registrable Notes held by it, if such Initial Purchaser is prohibited by not permitted, in the opinion of its counsel, pursuant to applicable law or Commission policy from participating applicable interpretations of the staff of the Commission, to participate in the Registered Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and the securities or may not resell blue sky laws of any state of the Exchange Notes acquired by it United States or other jurisdiction (any of the events specified in (i), (ii), (iii) or (iv) being herein referred to as a "Shelf Registration Event" and the Registered Exchange Offer date of occurrence thereof being herein referred to the public without delivery of as a prospectus"Shelf Registration Event Date"), the Company shall take the following actions: (a) The Company shall, at its cost: (A) as promptly as practicable, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier later than 400 days (a) the 270th day after the Issue Date)Date or (b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale resale of the Transfer Restricted Securities Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Notes and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act Statement; (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial PurchaserB) shall be entitled use its reasonable best efforts to have the Securities held by it covered by cause such Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by the Commission as promptly as practicable, but in no event later than the 60th day after the date on which the Company is required to file the Shelf Registration Statement; it being understood that in the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) or (iv) above, the Company shall file and use its reasonable best efforts to have declared effective by the Commission both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Notes other than the provisions Private Exchange Notes (if any) and a Shelf Registration Statement with respect to resales of this Agreement applicable to such Holder.Registrable Notes held by the related Holder or Initial Purchaser, as applicable; (bC) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by the Holders for a period of the relevant Securities until the earlier of (1) three two years from after the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended subject to extension pursuant to the last paragraph of Section 3(j3) below) or such shorter period that will terminate when or, if earlier, until all of the Securities Registrable Notes covered by the such Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, (ii) are no longer Transfer Restricted Securities. The Company shall become eligible for resale pursuant to Rule 144(k) under the 1933 Act or (iii) cease to be deemed not to have used Registrable Notes (the "Effectiveness Period"); and (D) notwithstanding any other provisions hereof, use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action ensure that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(bi) hereof). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and each amendment thereto (if any) and the related prospectus Prospectus forming a part thereof and any each amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to thereto comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder and Act, (ii) not to contain neither the Shelf Registration Statement nor any amendment thereto, when it becomes effective, contains an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) except during circumstances described in the last two paragraphs of Section 3, neither the Prospectus forming part of the Shelf Registration Statement nor any amendment or supplement thereto includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Holder of Registrable Notes expressly for use therein. During any 365-day period, the Company may, by notice to the Holders, suspend the availability of the Shelf Registration Statement and the use of the Prospectus for up to two periods, regardless of duration, but not more than an aggregate of 60 days, or for one period not to exceed 30 consecutive days, if: (i) such action is required by applicable law; (ii) such action is taken by the Company in good faith and for valid business reasons, including the acquisition or divestiture of assets or a material corporate transaction or event; or (iii) the happening of any event or the discovery of any fact that makes any statement made in the Shelf Registration Statement or Prospectus untrue in any material respect or constitutes an omission to state a material fact in the Shelf Registration Statement or Prospectus. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 5 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration.

Shelf Registration. If To the extent not prohibited by any Transfer Restricted Securities other than Exchange Securities remain outstanding on law or applicable SEC policy, in the date falling 400 days after the Issue Date and event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not permitted to effect a Registered file the Exchange Offer and would otherwise be required Registration Statement or to effect a Registered consummate the Exchange Offer pursuant to Section 1 hereofbecause the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Registered Exchange Offer is not consummated for any other reason declared effective under the Securities Act by the SEC within 580 180 days of after the Issue DateClosing Time, (iii) any Initial Purchaser so requests Holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in writing with respect law or SEC policy it is not entitled to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer as Offer, (2) due to a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable change in law or Commission SEC policy from participating in the Registered Exchange Offer or it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, Prospectus and the Company shall take Prospectus contained in the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises is not appropriate or available for such resales by such holder or (but no earlier than 400 3) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, or (iv) the holders of a majority in aggregate principal amount of the Securities may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Issue DateClosing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and payable), file with a Shelf Registration Statement providing for the Commission and thereafter sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to the 90th day 90 days after the date on which obligation to file the Shelf Registration Statement arises (in the case of (B) above). 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 furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as defined below) is the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time included in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders effective, supplemented and amended for a period of the relevant Securities until the earlier of (1) three years six months from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer Transfer Restricted Securities. The Company (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Notes, if issued, the Issuer shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company 60 days. The Issuer shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 Registration. The Issuer further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Notes, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Notes if the aggregate principal amount of such Private Exchange Notes does 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, in light of the circumstances under which they were made, not misleadingexceed $5,000,000.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 225 days of the Issue DateDate (or, if such 225th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable (but in no event more than 45 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) any Holder of Transfer Restricted Securities notifies the Company prior to the 20th business day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or policy of the Commission from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not consummated within 580 days appropriate or available for such resale or (C) that is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Issue DateCompany, or (iii) any the Initial Purchaser Purchasers so requests in writing request with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectusOffer, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clauses (iii) or (iii) the receipt of the required notice, being a “Trigger Date”): (a) The Company shall, at its cost, within 30 shall promptly (but in no event more than 90 days after the time its obligation to file an Exchange Offer Registration Statement arises Trigger Date (but no earlier than 400 days after the Issue Datesuch 90th day being a “Filing Deadline”), ) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but soon as practicable and in any event no earlier later than 490 120 days after the Issue Date) Trigger Date (unless it becomes effective automatically upon filingsuch 120th day being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof)law or otherwise permitted hereunder. (c) 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 thereunder and (ii) other than with respect to information included therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the “Holders’ Information”), 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 thereintherein (in the case of the prospectus, in light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on (a) Upon the date falling 400 days after the Issue Date and (i) because receipt of any change in law or in applicable interpretations thereof by the staff of the Commissiona Purchaser Request requesting a Shelf Registration, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofshall, within five (ii5) the Registered Exchange Offer is not consummated within 580 days of the Issue Datereceipt thereof, give written notice of such request to all Purchaser Holders (iiiother than the Purchaser Holder so requesting) any Initial Purchaser so requests in writing with respect and, subject to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectuslimitations below, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the 90th day after receipt of such request) with the date on which the SEC a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after covering the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the resale of all Registrable Securities Act relating to the offer and sale of the Transfer Restricted Securities then held by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderPurchaser Holders. (b) Without limiting the rights of the Purchaser Holders under Section 2(a) to submit a Purchaser Request, after the earlier of (i) the first date on which (A) the Ares Significant Investor owns less than one-third of the Registrable Securities owned by Ares and its Affiliates on the Closing Date, (B) the PEP Significant Investor owns less than fifty percent (50%) of the Registrable Securities owned by PEP and its Affiliates on the Closing Date and (C) the ▇▇▇▇▇ Significant Investor owns less than fifty percent (50%) of the Registrable Securities owned by ▇▇▇▇▇ and its Affiliates on the Closing Date or (ii) a Qualified Public Offering, upon the receipt of a Registration Request requesting a Shelf Registration, the Company shall, within five (5) days of the receipt thereof, give written notice of such request to all Holders (other than the Holder so requesting) and, subject to the limitations below, shall use its reasonable best efforts to prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) with the SEC a Shelf Registration Statement covering the resale of all Registrable Securities then held by the Holders. (c) Any Shelf Registration Statement filed pursuant to this Section 2 shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders of a majority of the Registrable Securities participating in the Shelf Registration may consent) and shall contain (except if otherwise directed by the Holders of a majority of the Registrable Securities participating in the Shelf Registration) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof; and shall, subject to notice from the Company under Section 8(f), use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations or, if earlier, until (i) in the event of a Registration Statement filed pursuant to Section 2(b), the date on which all Registrable Securities are eligible for resale under Rule 144 without any volume, manner of sale or other restrictions or (ii) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the SEC that a Registration Statement has been declared effective. (d) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 as a result of a characterization by the SEC of the transaction described by the Registration Statement as a primary offering by the Company, the Company shall use its reasonable best efforts to keep persuade the Shelf SEC that the offering contemplated by the Registration Statement continuously effective is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in order Rule 415. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2, the SEC refuses to permit alter its position, the prospectus included therein to be lawfully delivered by Company shall, upon obtaining consent of the Holders of a majority of the relevant Registrable Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of participating in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement Registration, (i) have been sold pursuant thereto or remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) are no longer Transfer Restricted Securitiesagree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415. Any Registrable Securities not able to be included in a Registration Statement filed pursuant to this Section 2 shall reduce the number of Registrable Securities of each Holder covered by such Registration Statement pro rata based on the number of Registrable Securities held by each such Holder. The Company shall be deemed not have no liability to have used its reasonable best efforts to keep any Holder as a result of the Shelf Registration Statement effective during covering less than all of the requisite period if it voluntarily takes any action that would result Registrable Securities under the circumstances described in Holders this section. Within nine (9) months, or such earlier time as permitted by the SEC, of Securities covered thereby not the initial registration filed hereunder being able declared effective, the Company shall file an additional registration statement containing the Cut Back Shares. With regard to offer and sell such Securities during that periodthe new Registration Statement, unless such action is required by all of the provisions of this Section 2 shall again be applicable law; provided that to the Cut Back Shares. (e) Notwithstanding the foregoing, the Company shall not be so deemed unless such action results in obligated to file a Registration Default Statement pursuant to this Section 2, (i) during the ninety (90) day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within thirty (30) days of the Purchaser Request or Registration Request, as the case may be, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) ninety (90) days after giving effect to Section 6(bthe filing of such registration statement; provided, however, that in the case of clause (ii), the Company may not utilize this right more than once in any twelve (12) hereof)month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above. (cf) Notwithstanding any other provisions of this Agreement the foregoing, if the Company shall furnish to the contraryapplicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders by reason of a material pending or imminently prospective transaction or development and therefore suspending such Registration Statement’s effectiveness is essential, the Company shall cause have the Shelf right to suspend such effectiveness for a period of not more than sixty (60) days in the aggregate after receipt of the Purchaser Request or Registration Statement and the related prospectus and any amendment or supplement theretoRequest, as of the effective date of case may be; provided, however, that the Shelf Registration Statement, amendment or supplement, Company may not utilize this right more than twice in any twelve (i12) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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, in light of the circumstances under which they were made, not misleadingmonth period.

Shelf Registration. If any Transfer Restricted Securities other than (a) prior to the consummation of the Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in ------------------ Offer, applicable interpretations thereof by of the staff of the Commission, SEC do not permit the Company is not permitted Issuers and the Guarantors to effect a Registered the Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofas contemplated herein, (iib) the Registered Exchange Offer is not consummated within 580 210 days of the Issue Date, (iii) Closing Date for any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer reason or (ivc) any Holder of Transfer Restricted Securities is shall notify the Issuers within 20 Business Days following the consummation of the Exchange Offer that (i) such Holder was prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or (ii) such Holder (other than by reason of such Holder's status as an affiliate of any of the Issuers or the Guarantors) may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not available for such resales by such Holder, or (iii) such Holder is a broker-dealer and holds Transfer Restricted Securities acquired directly from the Issuers or any of a prospectustheir Affiliates, then the Company Issuers and the Guarantors shall take (x) prepare and file with the following actions: (a) The Company shallSEC, at its cost, within on or prior to 30 days after the time its obligation to file an earlier of (i) the date on which the Issuers determine that the Exchange Offer Registration Statement arises cannot be filed as a result of clause (but no a) above and (ii) the date on which the Issuers receive the notice specified in clause (c) above (such earlier than 400 days after date, the Issue Date"Filing Deadline"), file with a shelf registration statement pursuant to Rule 415 under the Commission Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement"), relating to all Transfer Restricted Securities, and thereafter shall (y) use its reasonable their respective best efforts to cause such Shelf Registration Statement to be declared become effective on or prior to the 90th day 90 days after the date on which Filing Deadline for the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” and, Statement Effectiveness Target Date," and together with the Exchange Offer Registration StatementStatement Effectiveness Target Date, a “the "Effectiveness Target Dates"). The Shelf Registration Statement”) Statement shall be on an Form F-3 or another appropriate form under permitting registration of such Transfer Restricted Securities for resale by the Securities Act relating Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). To the extent necessary to ensure that the offer and sale Shelf Registration Statement is available for sales of the Transfer Restricted Securities by the Holders thereof from time entitled to time in accordance with the methods benefit of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterthis Section 3, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have Issuers and the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company Guarantors shall use its reasonable their respective best efforts to keep the Shelf Registration Statement continuously effective in order to permit under the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Act until the earlier of (1) three years from the Issue Date and (2i) the date on which is 24 months after the Closing Date, (ii) the date that all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto in the manner set forth and as contemplated in the Shelf Registration Statement or (iiiii) are no longer there ceases to be outstanding any Transfer Restricted SecuritiesSecurities (the "Effectiveness Period"). The Company Issuers and the Guarantors shall be deemed not to have used its reasonable use their best efforts to keep the Shelf Registration Statement continuously effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer Effectiveness Period by supplementing and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause amending the Shelf Registration Statement and if required by the related prospectus and any amendment rules, regulations or supplement thereto, as of instructions applicable to the effective date of the registration form used for such Shelf Registration Statement, amendment if required by the Securities Act, or supplement, (i) to comply if reasonably requested by the Holders of a majority in all material respects with the applicable requirements aggregate principal amount of the Transfer Restricted Securities Act covered by such Registration Statement and the rules and regulations by any underwriter of the Commission thereunder 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, in light of the circumstances under which they were made, not misleadingsuch Transfer Restricted Securities.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines that it is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 250 days of the Issue Demand Date, (iii) any Initial Purchaser Tontine so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) so requests because it is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 on a single occasion as promptly as practicable (but in no event more than 90 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) ), but in no event more than 210 days after such requirement or request pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial PurchaserTontine) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the Demand Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of by the 340th day after the Issue DateDate (or if the 340th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests in writing within 10 business days following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10 business days following consummation of Transfer Restricted Securities the Registered Exchange Offer that such Holder is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or such Holder may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or such Holder is a broker-dealer and holds Initial Securities that are part of a prospectusan unsold allotment from the original sale of the Initial Securities, the Company and the Guarantors shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clause (iii) or (iv) the receipt of the required notice, being a “Trigger Date”): (a) The Company and the Guarantors shall, at its their cost, within 30 promptly, but in no event more than 240 days after the time its obligation to file an Trigger Date (or if the 240th day is not a business day, the first business day thereafter) (such 240th day being a “Shelf Registration Statement Filing Deadline”, together with the Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue DateFiling Deadline, each, a “Filing Deadline”), file with the Commission and thereafter shall (i) in the case of Section 2(i) above, use its their commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 310th calendar day following the Issue Date and (ii) in the case of Section 2(ii) through 2(iv) above, use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) on or prior to the 90th day after the date on which the Shelf Registration Statement Filing Deadline (as defined below) is required to be filed (but no earlier than 490 each of such days after the Issue Date) (unless it becomes effective automatically upon filingbeing an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; provided further that in no event shall the Company be required to file the Shelf Registration Statement or have such Shelf Registration Statement declared effective prior to the applicable deadlines for the Exchange Offer Registration Statement. (b) The Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j) below) from the effective date of the Shelf Registration Statement or such shorter period that will terminate (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) on the earliest date that is no less than one year after the Issue Date and on which all the Securities covered by the Shelf Registration Statement (except for Securities held by an affiliate of the Company) are no longer Transfer Restricted Securitiessubject to any restrictions on transfer under the Securities Act including those pursuant to Rule 144 (the “Shelf Registration Period”). The Except as provided elsewhere in this Agreement, the Company and the Guarantors shall be deemed not to have used its their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is and the Co-Issuer are not permitted required to effect a Registered file an Exchange Offer and would otherwise be required Registration Statement or to effect a Registered consummate the Exchange Offer pursuant to Section 1 hereof, (ii) because the Registered Exchange Offer is not consummated within 580 days of permitted by applicable law or Commission policy (after the Issue Dateprocedures set forth in Section 6(a) hereof have been complied with), or (iiiii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer Offer, or (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus (other than by reason of a prospectus, such Holder’s status as an affiliate of the Company shall take or the following actions: (aCo-Issuer) The Company shall, at its cost, within 30 days after and the time its obligation to file an Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company, the Co-Issuer or one of their affiliates, then, upon such Holder’s request prior to the 20th day following consummation of the Exchange Offer, the Company, the Co-Issuer and the Guarantors shall: (i) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and (ii) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly as possible (unless it becomes effective automatically upon filing), and in any event on or before the 365th day after the obligation to file such Shelf Registration Statement arises (but no earlier than 400 days after or if such 365th day is not a Business Day, the Issue Datenext succeeding Business Day). Each of the Company, file with the Commission Co-Issuer and thereafter the Guarantors shall use its commercially reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company will, prior to the expiration of that Shelf Registration Statement, file, and use its commercially reasonable efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement (relating to the Securities, which shall be deemed the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions for purposes of this Agreement applicable to such HolderAgreement. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company Issuer determines upon advice of its outside counsel that it is not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 2 hereof, ; or (ii) for any other reason the Registered Exchange Offer is not consummated within 580 330 days of the Issue Date, date hereof; (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and that are held by it following consummation of the Registered Exchange Offer or Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating any Initial Purchaser that participates in the Registered Exchange Offer or may acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not resell receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the Exchange Notes requirement that (x) an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired by it in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer to the public without delivery in exchange for Securities acquired as a result of a prospectusmarket-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuer shall take the following actions:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall, at its cost, within 30 Issuer shall as promptly as practicable (but in no event more than 240 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Datethis Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on under the Act within 300 days after so required or prior to the 90th day after the date on which the requested, a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Holders of Commission until (A) the relevant Securities until the earlier of second anniversary thereof or (1) three years from the Issue Date and (2B) the date on upon which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesto the Shelf Registration Statement. The Company Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless such action is (x) required by applicable law; provided that law or otherwise undertaken by the Company shall Issuer in good faith and for valid business reasons (not be so deemed unless such action results in a Registration Default including avoidance of the Issuer’s obligations hereunder), including the acquisition or divestiture of assets, mergers and combinations and similar events, and (after giving effect y) permitted pursuant to Section 6(b4(k)(ii) hereof). (ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuer shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder Act; and (iiB) 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 thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of by the Issue Target Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (A) is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer Offer, or (B) may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), as promptly as practicable file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time (x) in the case of clause (i) above, on or prior to time the 335th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on or prior to the 90th day after the date on which such Shelf Registration Statement is required to be filed, in each case in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities Securities, until the earlier of (1x) three years one year from the Issue Date date such Shelf Registration Statement is first declared effective and (2y) the date on which all the Securities registered thereunder are under the Shelf Registration Statement have been disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the “Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted SecuritiesPeriod”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law; provided that law or (ii) such action is taken by the Company shall in good faith and for valid business reasons (not be including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so deemed unless such action results in a Registration Default (after giving effect to long as the Company promptly thereafter complies with the requirements of Section 6(b3(j) hereof), if applicable. (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If To the extent not prohibited by any Transfer Restricted Securities other than Exchange Securities remain outstanding on law or applicable SEC policy, in the date falling 400 days after the Issue Date and event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not permitted to effect a Registered file the Exchange Offer and would otherwise be required Registration Statement or to effect a Registered consummate the Exchange Offer pursuant to Section 1 hereofbecause the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Registered Exchange Offer is not consummated for any other reason declared effective under the Securities Act by the SEC within 580 180 days of after the Issue DateClosing Time, (iii) any Initial Purchaser so requests Holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in writing with respect law or SEC policy it is not entitled to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer as Offer, (2) due to a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable change in law or Commission SEC policy from participating in the Registered Exchange Offer or it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, Prospectus and the Company shall take Prospectus contained in the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises is not appropriate or available for such resales by such holder or (but no earlier than 400 3) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, or (iv) the holders of a majority in aggregate principal amount of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Issue DateClosing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the 210th day after the Closing Time, unless the Issuer has consummated the Exchange Offer prior to the 180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Issuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and payable), file with a Shelf Registration Statement providing for the Commission and thereafter sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to the 90th day 90 days after the date on which obligation to file the Shelf Registration Statement arises (in the case of (B) above). 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 furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as defined below) is the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time included in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders effective, supplemented and amended for a period of the relevant Securities until the earlier of (1) three years six months from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer Transfer Restricted (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities. The Company , if issued, the Issuer shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company 60 days. The Issuer shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 Registration. The Issuer further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does 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, in light of the circumstances under which they were made, not misleadingexceed $5,000,000.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (a) If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 400 days of the Issue Date, Date and (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities Holder (or the Private Exchange Securitiesother than an Exchanging Dealer) constituting Transfer Restricted Securities that are is not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer as a result or, in the case of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating (other than an Exchanging Dealer) that participates in the Registered Exchange Offer or may Offer, such Holder does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Registered Exchange Offer to the public without delivery of a prospectusexchange, the Company shall take the following actions: (aA) The Company shall, at its cost, within as promptly as practicable (but in no event more than 30 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that (1) in the case contemplated by clause (a)(i) of this Section, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective on or prior the 180th day of the Issue Date (unless it becomes effective automatically upon filing), and (2) in the cases contemplated by clauses (a)(ii) and (a)(iii) of this Section 2, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective on or prior the 90th date after the date on which the Shelf Registration Statement is required to be filed (unless it becomes effective automatically upon filing), provided, further, that no Holder (other than an the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (bB) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep restricted securities (as defined in Rule 144 under the Shelf Registration Statement effective during the requisite period if it voluntarily takes Securities Act, or any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereofsuccessor rule thereof). (cC) 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 its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 580 180 days of after the Issue Date, or (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer, (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or may (vi) any Securities validly tendered pursuant to the Registered Exchange Offer are not resell the exchanged for Exchange Notes acquired by it Securities within 10 days of being accepted in the Registered Exchange Offer to the public without delivery of a prospectusOffer, the Company shall take then the following actionsprovisions shall apply: (a) The Company shall, at shall use its cost, within 30 reasonable best efforts to file as promptly as practicable (but in no event more than 75 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file this Section 2) with the Commission (the "Shelf Filing Date"), and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Transfer Restricted Securities (other than an the Initial PurchaserPurchasers) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Transfer Restricted Securities until (as defined below) for a period ending on the earlier of (1i) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or and (ii) are no longer Transfer Restricted Securitiesthe date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided however, that the foregoing shall not apply to actions taken by the Company in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company within 30 days thereafter complies with the requirements of Section 4(j) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall not end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be so deemed unless resumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the aggregate of the number of days included in each such action results in a Registration Default (after giving effect to Section 6(b) hereof)Suspension Period. (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on In the date falling 400 days after the Issue Date and event that (i) because the Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofSEC, (ii) the Registered Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 580 180 days of the Issue Date, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer Date or (iv) upon the request of the Initial Purchaser with respect to any Holder Registrable Securities held by it, if such Initial Purchaser is not permitted, in the opinion of Transfer Restricted Securities is prohibited by Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, pursuant to applicable law or Commission policy from participating applicable interpretations of the staff of the SEC, to participate in the Registered Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or may not resell state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Notes acquired Offer contemplated by it in Section 2(a), as the Registered Exchange Offer to the public without delivery of a prospectuscase may be, the Company Corporation and the Trust shall take use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the following actions: (a) The Company shallcase may be, at its costand, in any event, within 30 45 days after the time its obligation to file an Exchange Offer such Shelf Registration Statement arises Event Date (but which shall be no earlier than 400 75 days after the Issue Date), file with a Shelf Registration Statement providing for the Commission sale by the Holders of all of the Registrable Securities, and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the have such Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes declared effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods SEC as soon as practicable. No Holder of distribution set forth in the Shelf Registration Statement and Rule 415 under the Registrable Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) Holder and furnishes to the Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Corporation and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Corporation by such Holder not materially misleading. The Company shall Corporation and the Trust agree to use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of and usable for resales for (1) three years from the Issue Date and (2a) the date on which all Securities registered thereunder are disposed Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 270 days in accordance therewith the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer "Effectiveness Period"). The Corporation and sell such Securities during that period, unless such action is required by applicable law; provided that the Company Trust shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in the Shelf Registration. In the event a Shelf Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contraryStatement is declared effective, the Company shall cause Corporation and the Trust will provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the related prospectus Shelf Registration has become effective. The Corporation and any amendment or supplement thereto, the Trust will use their best efforts to take such other actions as are required to permit unrestricted resales of the effective date of Registrable Securities. The Corporation and the Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder 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, in light of the circumstances under which they were made, not misleadingSEC.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of permitted by applicable law or Commission policy (after the Issue Date, (iiiCompany and the Guarantors have complied with the procedures set forth in Section 6(a)(i) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securitieshereof) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (ivii) if any Holder of Transfer Restricted Securities is shall notify the Company prior to the 20th business day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, prospectus and the Company shall take Prospectus contained in the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises is not appropriate or available for such resales by such Holder or (but no earlier than 400 days after C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Issue Date)Company or any of its Affiliates, file with then the Commission Company and thereafter the Guarantors shall use its their reasonable best efforts to to: (I) cause to be declared effective filed, on or prior to 60 days after the 90th day after earlier of (x) the date on which the Shelf Company determines that the Exchange Offer Registration Statement (as defined below) is required to cannot be filed as a result of clause (but no a)(i) of this Section and (y) the date on which the Company receives the notice specified in clause (a)(ii) of this Section (the 60th day after such earlier than 490 days after date, the Issue Date) (unless it becomes effective automatically upon filing) “Filing Deadline”), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement” ”)), relating to all Transfer Restricted Securities; and (II) cause such Shelf Registration Statement to become effective at the earliest possible time, together with but in no event later than on or prior to the later of (A) 90 days after the Filing Deadline for the Shelf Registration Statement or (B) 180 days after the Closing Date (such later date, the “Effectiveness Deadline”). If, after the Company has and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) of this Section), then the filing of the Exchange Offer Registration StatementStatement shall be deemed to satisfy the requirements of clause (I) above; provided that, a “in such event, the Company and the Guarantors shall remain obligated to meet the Effectiveness Deadline set forth in clause (II) above. To the extent necessary to ensure that the Shelf Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale Statement is available for sales of the Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) hereof and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time in accordance with time, for a period of at least two years (as extended pursuant to Section 6(c)(i)hereof) following the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof)thereto. (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of permitted by applicable law (after the Issue Date, (iiiCompany and the Guarantors have complied with the procedures set forth in Section 6(a)(i) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securitiesbelow) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (ivii) any Holder of Transfer Restricted Securities is shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company shall take or any of their Affiliates, or (iii) the following actions: Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (ax) The Company shallcause to be filed, at its cost, within 30 on or prior to 45 days after the time its obligation earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to file the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement arises that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (but no earlier than 400 days after the Issue Datei.e., clause (a)(i) above), file with then the Commission filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and thereafter the Guarantors shall remain obligated to use its reasonable best efforts to cause meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to be declared effective on or prior to the 90th day after the date on which ensure that the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale available for sales of the Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time in accordance with time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof)thereto. (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer Offer, and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 490 days of the Issue DateDate and the Company would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (iii) any Initial Purchaser Holder so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive Freely Tradeable Securities on the public without delivery date of a prospectusthe exchange or, the Company shall take the following actions: (a) The Company shall, at its cost, within as promptly as practicable (but in no event more than 30 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 60 days after the Issue Date) such obligation arises (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an the Initial PurchaserPurchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; provided, further, that in no event shall the Company be required to file such Shelf Registration Statement prior to 400 days after the Issue Date. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j) or 3(w) below) after its effective date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted SecuritiesFreely Tradeable. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on In the date falling 400 days after the Issue Date and event that (i) the Company and the Trust are not permitted to effect the Exchange Offer because of any change in law or in applicable currently prevailing interpretations thereof by of the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofSEC, (ii) the Registered Exchange Offer Registration Statement is not consummated declared effective within 580 180 days of the Issue Date, (iii) upon the request of any Initial Purchaser so requests in writing with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, in the Initial Securities (reasonable opinion of Dewey Ballantine, pursuant to applicable law or applicable interpreta▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ff of the Private SEC, to participate in the Exchange Securities) constituting Transfer Restricted Securities Offer and thereby receive securities that are not eligible freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws or (iv) if the Company has received an opinion of counsel having a recognized national tax practice to be exchanged for Exchange Securities in the Registered Exchange Offer effect that, as a result of being held by such Initial Purchaser and held by it following the consummation of the Registered Exchange Offer Offer, there is more than an insubstantial risk that (A) the Trust could be subject to United States federal income tax with respect to income received or accrued on the Subordinated Notes or Exchange Notes, (B) interest payable by the Company on the Subordinated Notes or Exchange Notes would not be deductible by the Company, in whole or in part, for United States income tax purposes, or (C) the Trust could be subject to more than a de minimis amount of other taxes, duties or other governmental charges, (any of the events specified in (i) - (iv) any Holder being a "Shelf Registration Event" and the date of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in occurrence thereof, the Registered Exchange Offer or may not resell "Shelf Registration Event Date"), the Exchange Notes acquired by it in Company, Capital and the Registered Exchange Offer Trust shall promptly deliver to the public without delivery of a prospectus, holders and the Company shall take the following actions: (a) The Company shallProperty Trustee written notice thereof and, at its their cost, use their reasonable best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 30 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the time its obligation to file an Exchange Offer Closing Time), a Shelf Registration Statement arises (but no earlier than 400 days after providing for the Issue Date)sale by the Holders of all of the Registrable Securities, file with the Commission and thereafter shall use its reasonable best efforts to cause to be have such Shelf Registration Statement declared effective on or prior to by the 90th day after the date on which SEC as soon as practicable; provided, however, that if the Shelf Registration Statement Event is pursuant to clause (as defined belowiii) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, Company may register such Registrable Securities together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under filed pursuant to Section 2(a), and the requirements as to timing applicable thereto. No Holder of Registrable Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) Holder and furnishes to the Company, Capital and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company, Capital and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall Company, Capital and the Trust agree to use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order for the Rule 144(k) Period (subject to permit extension pursuant to the prospectus included therein to be lawfully delivered by the Holders last paragraph of the relevant Securities until the earlier of (1Section 3 hereof) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer "Effectiveness Period"). The Company, Capital and sell such Securities during that period, unless such action is required by applicable law; provided that the Company Trust shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in the Shelf Registration. The Company, Capital and the Trust will, in the event a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective. The Company, Capital and the Trust further agree, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company, Capital and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder 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, in light of the circumstances under which they were made, not misleadingSEC.

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not consummated declared effective within 580 210 days after the date of the Issue Date, original issuance of the Securities; or (iii) prior to the 20th day following the consummation of the Registered Exchange Offer (x) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and that are held by it following consummation of the Registered Exchange Offer Offer, (y) or (iv) any Holder of Transfer Restricted Securities notifies the Company that it is prohibited by applicable law not or Commission policy from participating was not eligible to participate in the Registered Exchange Offer or may notifies the Company that it will not resell or did not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (A) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes Securities acquired by it in exchange for such Securities shall result in such Exchange Securities being not “freely tradeable”; and (B) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer to the public without delivery in exchange for Securities acquired as a result of a prospectusmarket-making activities or other trading activities shall not result in such Exchange Securities being not “freely tradeable”), the Company Issuers shall take the following actions:effect a Shelf Registration in accordance with Section 3(b) hereof. (ai) The Company shall, at its cost, within 30 Issuers shall as promptly as practicable (but in no event more than 60 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Datethis Section 3), file with the Commission Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective on under the Act within 120 days after so required or prior requested pursuant to the 90th day after the date on which the this Section 3, a Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”)Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuers shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein Prospectus forming part thereof to be lawfully delivered usable by Holders until the earliest of (x) the time when all the Securities or Exchange Securities, as applicable, covered by the Holders Shelf Registration Statement can be sold pursuant to Rule 144 under the Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 under the relevant Securities until the earlier of Act, (1y) three two years from the Issue Date effective date of the Shelf Registration Statement (or until one year from the effective date of the Shelf Registration Statement if the Shelf Registration Statement is filed at the request of an Initial Purchaser) and (2z) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement (ii) are no longer Transfer Restricted Securitiesin any such case, such period being called the “Shelf Registration Period”). The Company Issuers shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it any of them voluntarily takes any action that would reasonably be expected to result in Holders of Securities or Exchange Securities covered thereby not being able to offer and sell such Securities or Exchange Securities during that period, unless (A) such action is required by applicable law; provided that the Company shall not be so deemed unless or (B) such action results is taken by such Issuer in a Registration Default good faith and for valid business reasons (after giving effect to not including avoidance of its obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers thereafter comply with the requirements of Section 6(b4(k) hereof), if applicable. (ciii) Notwithstanding any other provisions of this Agreement to the contrary, the Company The Issuers shall cause the Shelf Registration Statement and the related prospectus Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder Commission; and (iiB) 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, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect consummate a Registered Exchange Offer and would otherwise be required to effect a because the Registered Exchange Offer pursuant to is not permitted by applicable law or Commission policy, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days 30 Business Days of the 300th day after the Issue Date, (iii) any Initial Purchaser so requests Holder notifies the Company in writing with respect on or prior to the Initial Securities (or 60th day after the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or that (ivA) any such Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer Offer, or (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a broker-dealer, and holds Initial Securities acquired directly from the Company or one of a prospectusits affiliates, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iii) occur, including in the case of clause (iii) the receipt of the required notice, being a “Trigger Date”): (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission on or prior to the 180th day after a Trigger Date and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th 300th day after the date on which Trigger Date (such 300th day, the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date“Effectiveness Deadline”) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall can be deemed not sold pursuant to have used its reasonable best efforts Rule 144 under the Securities Act, without being subject to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer (c), (e), (f) and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(bh) hereofthereof). (c) 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 as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If (a) Subject to Section 4.3(e), and further subject to the availability of a Registration Statement on Form S-3 or a successor form, which may be a WKSI Shelf Registration Statement at any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, time the Company is not permitted eligible (“Form S-3”), the Initial Shareholder or any of its Permitted Transferees (in each case to effect the extent a Registered Exchange Offer and would otherwise Shareholder hereunder) may, by written notice delivered (which notice can be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) delivered at any time after the Registered Exchange Offer is not consummated within 580 days eleven month anniversary of the Issue Date, (iiidate hereof) any Initial Purchaser so requests in writing with respect to the Initial Securities Company (or the Private Exchange Securities“Shelf Notice”) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, require the Company shall take the following actions: to (aA) The Company shall, at its cost, within file as promptly as practicable (but no later than 30 days after the time its obligation to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after date the Issue DateShelf Notice is delivered), file with the Commission and thereafter shall to use its commercially reasonable best efforts to cause to be declared effective on or prior to by the 90th day after Commission at the earliest possible date on which permitted under the Shelf Registration Statement (as defined below) is required to be filed rules and regulations of the Commission (but no earlier later than 490 60 days after the Issue Datesuch filing date), a Form S-3, or (B) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together use an existing Form S-3 filed with the Exchange Offer Registration StatementCommission, in each case providing for an offering to be made on a “Registration Statement”) on an appropriate form under the Securities Act relating continuous basis pursuant to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the a “Shelf RegistrationRegistration Statement”) relating to the offer and sale, from time to time, of the number of Registrable Securities designated by the Initial Shareholder or its Permitted Transferee in the Shelf Notice (which, if the Company is a WKSI at the time of the Shelf Notice, may be an unspecified number of Registrable Securities) owned by the Initial Shareholder (or any of their Permitted Transferees); provided, howeveras the case may be, and any other Person that no Holder (other than an Initial Purchaser) shall be entitled at the time of the Shelf Notice meets the definition of a Shareholder who elects to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees participate therein as provided in writing to be bound by all the provisions of this Agreement applicable to such HolderSection 4.3(b). (b) The Initial Shareholder and its Permitted Transferees shall be entitled to require the Company shall to file an unlimited number of Shelf Registration Statements until such time as the Shareholders, together, Beneficially Own less than a Registrable Amount. (c) Within five business days after receipt of a Shelf Notice pursuant to Section 4.3(a), the Company will deliver written notice thereof to each Shareholder. Each Shareholder may elect to participate in the Shelf Registration Statement by delivering to the Company a written request to so participate within two business days after receipt of such written notice. (d) Subject to Section 4.3(e), the Company will use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep thereunder in accordance with the Shelf Registration Statement effective during plan and method of distribution disclosed in the requisite period if it voluntarily takes any action that would result prospectus included in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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, or otherwise (the “Shelf Registration Effectiveness Period”). (e) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing notice to the Shareholders who elected to participate in the Shelf Registration Statement, to require such Shareholders to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a reasonable period of time not to exceed 60 days in succession or 90 days in the aggregate in any 12 month period (a “Suspension Period”) if the Board determines in good faith and in its reasonable judgment that it is required to disclose in the Shelf Registration Statement a financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and that the disclosure of such information at such time would be detrimental to the Company or the holders of its equity interests. Immediately upon receipt of such notice, the Shareholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until the requisite changes to the prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Shareholder, the Company shall as promptly as practicable prepare a post-effective amendment or supplementsupplement to the Shelf Registration Statement or the prospectus, (i) or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to comply in all material respects with the applicable requirements purchasers of the Registrable Securities Act and included therein, the rules and regulations of the Commission thereunder and (ii) prospectus will not to contain any include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) At any time, and from time-to-time, during the Shelf Registration Effectiveness Period (except during a Suspension Period), the Initial Shareholder or any of its Permitted Transferees (in each case to the extent a Shareholder hereunder) may notify the Company of their intent to sell Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “Shelf Underwritten Offering”); provided that the Company shall not be obligated to participate in more than four underwritten offerings during any twelve-month period. Such notice shall specify (x) the aggregate number of Registrable Securities requested to be registered in such Shelf Underwritten Offering and (y) the identity of the Shareholder(s) requesting such Shelf Underwritten Offering. Upon receipt by the Company of such notice, the Company shall promptly comply with the applicable provisions of this Agreement, including those provisions of Section 4.5 relating to the Company’s obligation to make filings with the Commission, assist in the preparation and filing with the Commission of prospectus supplements and amendments to the Shelf Registration Statement, participate in “road shows,” agree to customary “lock-up” agreements with respect to the Company’s securities and obtain “comfort” letters, and the Company shall take such other actions as necessary or appropriate to permit the consummation of such Shelf Underwritten Offering as promptly as practicable. Each Shelf Underwritten Offering shall be for the sale of a number of Registrable Securities equal to or greater than the Registrable Amount. In any Shelf Underwritten Offering, the Shareholders participating in such Shelf Underwritten Offering that hold a majority of the Registrable Securities included in such Shelf Underwritten Offering shall select the investment bank(s) and managers that will serve as lead or co-managing underwriters with respect to the offering of such Registrable Securities, which shall be reasonably acceptable to the Company.

Shelf Registration. If To the extent not prohibited by any Transfer Restricted Securities other than Exchange Securities remain outstanding on law or applicable SEC policy, in the date falling 400 days after the Issue Date and event that (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company Issuer is not permitted to effect a Registered file the Exchange Offer and would otherwise be required Registration Statement or to effect a Registered consummate the Exchange Offer pursuant to Section 1 hereofbecause the Exchange Offer is not permitted by applicable law or SEC policy, (ii) for any reason the Registered Exchange Offer is not consummated within 580 days of on or prior to the Issue Date440th day after the Closing Time, (iii) any Initial Purchaser so requests Holder of Securities notifies the Issuer within 30 days after the commencement of the Exchange Offer that (1) due to a change in writing with respect law or SEC policy it is not entitled to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer as Offer, (2) due to a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable change in law or Commission SEC policy from participating in the Registered Exchange Offer or it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery of delivering a prospectus, Prospectus and the Company shall take Prospectus contained in the following actions: (a) The Company shall, at its cost, within 30 days after the time its obligation to file an Exchange Offer Registration Statement arises is not appropriate or available for such resales by such holder or (but no earlier than 400 days after 3) it is a broker-dealer and owns Securities acquired directly from the Issue DateIssuer or an affiliate of the Issuer, or (iv) the holders of a majority in aggregate principal amount of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file with as promptly as practicable after such determination or date, as the Commission and thereafter case may be, and, in any event, on or prior to the 30th day after such filing obligation arises as so required or requested pursuant to this clause 2(b), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities affected thereby, and, to the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in any event, on or prior to the 90th day 90 days after the date on which obligation to file the Shelf Registration Statement (arises. 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 furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as defined below) is the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time included in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Issuer all information with respect to such Holder necessary to make any information previously furnished to the Issuer by such Holder not materially misleading. The Issuer agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders effective, supplemented and amended for a period of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for six months after such longer period if extended pursuant to Section 3(j) below) filing obligation arises or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (iisubject to extension pursuant to the last paragraph of Section 3 hereof) are no longer Transfer Restricted Securities. The Company (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Notes, if issued, the Issuer shall only be deemed not to have used its reasonable best efforts obligated to keep the Shelf Registration Statement effective during the requisite effective, supplemented and amended for a period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company 60 days. The Issuer shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 Registration. The Issuer further agrees, if necessary, to supplement or supplement thereto, as of the effective date of amend the Shelf Registration Statement, amendment if required by the rules, regulations or supplement, (i) instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder and (ii) SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Notes, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Notes if the aggregate principal amount of such Private Exchange Notes does 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, in light of the circumstances under which they were made, not misleadingexceed $5,000,000.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, as of the Exchange Offer Filing Deadline, (ii) the Registered Exchange Offer is not consummated within 580 days of by the 310th day following the Issue DateDate (such day being the "Exchange Offer Consummation Deadline"), (iii) any Initial Purchaser so requests in writing during the 20 business days following consummation of the Exchange Offer (such period being a "Shelf Registration Notice Period") with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing during the Shelf Registration Notice Period that, based upon an opinion of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating counsel reasonably satisfactory to the Company, it was not eligible to participate in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it or, if such Holder participates in the Registered Exchange Offer to Offer, such Holder will not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable (but in no event more than 90 days after the time its obligation to file an Exchange Offer Filing Deadline (in the case of (i) above), the Exchange Offer Consummation Deadline (in the case of (ii) above) or the expiration of the Shelf Registration Statement arises Notice Period (but no earlier than 400 days after in the Issue Datecase of (iii) and (iv) above) (each such day being a "Shelf Registration Filing Deadline")), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder ▇▇▇▇▇▇ agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; provided, further, that, to the extent the Company was obligated to file a Shelf Registration Statement solely because it did not consummate the Registered Exchange Offer in a timely fashion by the Exchange Offer Consummation Deadline as described in (ii) above, the Company need not file or continue the filing of any such Shelf Registration Statement if the Exchange Offer is consummated subsequent to the Exchange Offer Consummation Deadline (it being understood that, to the extent the Company is or was obligated to file a Shelf Registration Statement for any other purpose, such obligation will remain binding). (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are distributed to the public pursuant to Rule 144 under the Securities Act, or any successor rule thereof, are saleable pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof, or are otherwise no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (the "Shelf Registration Termination Date"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law; provided that , (ii) the Company shall not be so deemed unless complies with this Agreement or (iii) such action results is taken by the Company in good faith and for valid business reasons (not including avoidance by the Company of its obligations hereunder), including the acquisition or divestiture of assets, so long as such action does not result in a lapse in the effectiveness of the Shelf Registration Default (after giving effect to Statement of more than 45 consecutive days or 60 days within a twelve month period and the Company promptly thereafter complies with the requirements of Section 6(b3(j) hereof), if applicable. (c) 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 its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder 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 thereintherein (in the case of any prospectus, in light of the circumstances under which they were made), not misleading. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnished to the Company in writing, within 10 days after receipt of a written request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on In the date falling 400 days after the Issue Date and event that (i) because the Company or the Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereofSEC, (ii) the Registered Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Debentures, (y) the interest payable by the Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (z) the Trust becoming subject to more than a DE MINIMIS amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not consummated declared effective within 580 180 days of the Issue DateDate or (iv) upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if the Initial Purchaser is not permitted, in the reasonable opinion of Thac▇▇▇ ▇▇▇▇▇▇▇▇ & ▇ood, ▇▇rsuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii), (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder being a "SHELF REGISTRATION EVENT," and the date of Transfer Restricted Securities is prohibited by applicable law occurrence thereof, the "SHELF REGISTRATION EVENT DATE"), then in addition to or Commission policy from participating in lieu of conducting the Registered Exchange Offer or contemplated by Section 2(a), as the case may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectusbe, the Company shall take and the following actions: (a) The Company Trust shall, at its their cost, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 30 45 days after the time its obligation such Shelf Registration Event Date (provided that in no event shall such filing date be required to file an Exchange Offer Registration Statement arises (but no be earlier than 400 75 days after the Issue Date), file with a Shelf Registration Statement providing for the Commission sale by the Holders of all of the Registrable Securities, and thereafter shall use its reasonable their best efforts to cause to be declared effective on or prior to the 90th day after the date on which the have such Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes declared effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods SEC as soon as practicable. No Holder of distribution set forth in the Shelf Registration Statement and Rule 415 under the Registrable Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall and the Trust agree to use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of and usable for resales for (1) three years from the Issue Date and (2a) the date on which all Securities registered thereunder are disposed Rule 144(k) Period in the case of a Shelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) or (b) 180 8 10 days in accordance therewith the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof), or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that which will terminate when all of the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be Registrable Securities (the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer "EFFECTIVENESS PERIOD"). The Company and sell such Securities during that period, unless such action is required by applicable law; provided that the Company Trust shall not permit any securities other than Registrable Securities to be so deemed unless such action results included in the Shelf Registration. The Company and the Trust will, in the event a Registration Default (after giving effect to Section 6(b) hereof). (c) 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 theretois declared effective, as provide to each Holder a reasonable number of copies of the effective date Prospectus which is a part of the Shelf Registration Statement, amendment notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or supplementamend the Shelf Registration Statement, (i) if required by the rules, regulations or instructions applicable to comply in all material respects with the applicable requirements of registration form used by the Company for such Shelf Registration Statement or by the Securities Act and the or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commission thereunder 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, in light of the circumstances under which they were made, not misleadingSEC.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company or any Guarantor is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 225 days of after the Issue Date, Date or (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Holder of Transfer Restricted Securities that are not eligible notifies the Company prior to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it 20th business day following consummation of the Registered Exchange Offer or that (ivA) any Holder of Transfer Restricted Securities it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or Offer, (B) it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivery delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales, or (C) it is a broker-dealer and owns Initial Securities acquired directly from the Company or an affiliate of a prospectusthe Company, the Company and the Guarantors shall take the following actions: (a) The Company and the Guarantors shall, at its their cost, within 30 as promptly as practicable (but in no event more than 90 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) use commercially reasonable efforts to file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 within 310 days after the Issue Date) so required or requested pursuant to this Section 2 (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) The Company and the Guarantors shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all of the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities. The Company shall be deemed not to have used its reasonable best efforts to keep restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) (such period being called the “Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereofPeriod”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Guarantors 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and (i) because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company is and the Support Provider are not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 580 315 days of after the Issue Date, or (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for the applicable Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following the consummation of the Registered Exchange Offer Offer, or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or may not resell the Exchange Notes acquired by it in (vi) any Securities validly tendered pursuant to the Registered Exchange Offer to are not exchanged for the public without delivery applicable Exchange Securities within 10 days of a prospectus, the Company shall take the following actionsbeing accepted for exchange: (a) The Company shall, at its cost, within 30 and the Support Provider shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 45 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file this Section 2) with the Commission (the "Shelf Filing Date"), and thereafter shall use its their reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) effective, a shelf registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the such registration statement (hereafter, a "Shelf Registration Statement and Rule 415 under the Securities Act (hereinafterStatement" and, the “Shelf Registration”together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company and the Support Provider shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein forming part thereof to be lawfully delivered used by the Holders of the relevant Transfer Restricted Securities until the earlier for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that will terminate when all the Transfer Restricted Securities covered by become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted SecuritiesPeriod"). The Company and the Support Provider shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it either of them voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause and the Support Provider will ensure that (i) any Shelf Registration Statement and the related prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder and thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not to contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the absence of events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company and the Support Provider shall not be permitted to discharge their obligations hereunder by means of the filing of a Shelf Registration Statement.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 days of by the Issue 215th day after the Closing Date, (iii) within 30 days following consummation of the Registered Exchange Offer, any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange and within 30 days following consummation of the Registered Exchange Offer, any such Holder so requests, the Company shall take the following actions:actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a "TRIGGER DATE"): (a) The Company shall, at its cost, within 30 shall promptly (but in no event more than 60 days after the time its obligation to file an Exchange Offer Registration Statement arises Trigger Date (but no earlier than 400 days after the Issue Datesuch 60th day being a "FILING DEADLINE"), ) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier later than 490 150 days after the Issue Date) Trigger Date (unless it becomes effective automatically upon filingsuch 150th day being an "EFFECTIVENESS DEADLINE") a registration statement (the “Shelf Registration Statement” "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a “Registration Statement”"REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”"SHELF REGISTRATION"); providedPROVIDED, howeverHOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitiesrestricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall use its reasonable best efforts to 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 thereunder 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, in light of the circumstances under which they were made, not misleading.

Shelf Registration. If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date and If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a the Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 580 150 days of the Issue Datedate hereof, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Initial Securities (other than an Exchanging Dealer) is prohibited by applicable law or Commission policy from participating not eligible to participate in the Registered Exchange Offer or may not resell or, in the Exchange Notes acquired by it case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer to Offer, such Holder does not receive freely tradeable Exchange Securities on the public without delivery date of a prospectusthe exchange, the Company shall take the following actions: (a) The Company shall, at its cost, within 30 as promptly as practicable (but in no event more than 45 days after the time its obligation so required or requested pursuant to file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective on or prior to the 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Issue Date) (unless it becomes effective automatically upon filing) a registration statement or statements (the “"Shelf Registration Statement” " and, together with the Exchange Offer Registration Statement, a “"Registration Statement”") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “"Shelf Registration”"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier Securities, for a period of (1) three two years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securitieseligible for sale under Rule 144(k) under the Securities Act. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law; provided that the Company shall not law or is otherwise permitted to be so deemed unless such action results in a Registration Default (after giving effect taken pursuant to Section 6(b) hereof)this Agreement. (c) 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 thereunder 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, in light of the circumstances under which they were made, not misleading.