Common use of Shelf Registration Clause in Contracts

Shelf Registration. In the 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 currently prevailing interpretations of the staff of the Commission; (ii) the 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their cost, use their respective best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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 and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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.

Shelf Registration. In the event that: that (i) the CompanyIssuer determines that the Exchange Offers provided for in Section 3 hereof are not available or the Exchange Offers for Transfer Restricted Securities may not be completed as soon as practicable after the last Exchange Date with respect to the Exchange Offers because they would violate any applicable law or applicable interpretations of the Commission staff, (ii) such Exchange Offers are not for any other reason completed by the date that is five years after the Closing Date (or if such date is not a Business Day, the next succeeding Business Day) or (iii) prior to the last Exchange Date with respect to the Exchange Offers, the Issuer Trust receives a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Transfer Restricted Securities that are or the Majority Holders reasonably determinewere ineligible to be exchanged in such Exchange Offers, 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 currently prevailing interpretations of the staff of the Commission; (ii) the 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their cost, Guarantors shall use their respective best commercially reasonable efforts to cause to be filed with the Commission, as promptly soon as practicable practicable, but in any event within 30 days, after such determination date or the receipt of a Shelf Registration Event DateRequest, as the case may be, and, in event, within 45 days after such be (the “Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing TimeFiling Deadline”), a Shelf Registration Statement providing for the sale of all the Transfer Restricted Securities by the Holders of all of the Registrable Securities, thereof and shall use their respective best efforts to have such Shelf Registration Statement declared become effective by on or before the Commission as soon as practicable. No 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 of Registrable Securities shall will be entitled to include have any of its Registrable Transfer Restricted Securities included in any Shelf Registration pursuant Statement, or entitled to this Agreement unless and use the Prospectus forming a part of such Shelf Registration Statement, until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to shall have provided such other information regarding such Holder and furnishes to the Company 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 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 Guarantors shall be under no obligation to information relating to Holders that would be required by the Commission to be included in file any such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in 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 filed with the Commission a Shelf Registration Statement or Prospectus included therein. Each Holder as pursuant to which any Shelf Registration is being effected agrees to furnish to clause (iii) of the Company preceding sentence, the Issuer and the Issuer Trust all information Guarantors shall use their commercially reasonable 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 such Holder necessary 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 make offers and sales of Transfer Restricted Securities held by the information previously furnished to Initial Purchasers after completion of the Company by such Holder not materially misleadingExchange Offers. The Company Issuer and the Issuer Trust agree to Guarantors shall use their respective best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for until the Rule 144(k) Period (subject to extension pursuant to date on which the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Initial Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or thereby cease to be outstanding Transfer Restricted Securities (the "“Shelf Effectiveness Period"”). The Company Issuer and the Issuer Trust shall not permit any securities other than Registrable Securities Guarantors further agree to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and use their respective best commercially reasonable 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 amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company Issuer and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsor 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 Company case may be, to become usable as soon as thereafter practicable. The Issuer and the Issuer Trust Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being 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 any 12-month period, 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. Any Shelf Suspension Period pursuant to this Section 4(a) shall begin on the date specified in a written notice given by the Issuer to the Holders and shall end on the date specified in a subsequent written notice given by the Issuer to the Holders.

Shelf Registration. In (a) Subject to the event that: Shareholder’s material compliance with its obligations under Section 6.05(a) of the Merger Agreement, if at any time following the Closing Date, subject to the availability of registration on Form S-3 or any successor form thereto (i“Form S-3”) to the Company, the Issuer Trust Company receives a written request (a “Shelf Notice”) from any Shareholder Party, then the Company will use reasonable best efforts to, as expeditiously as possible, file and cause to be declared effective by the SEC, a Registration Statement on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (the “Shelf Registration Statement”) relating to the offer and sale from time to time through agents, underwriters or the Majority Holders reasonably determinedealers, after conferring with counseldirectly to purchasers, that the Exchange Offer Registration provided in Section 2(a) above is not available because or through a combination of any change in law of these methods of sale, at fixed prices, prevailing market prices, at prices related to prevailing market prices or in currently prevailing interpretations at privately negotiated prices, of all or any portion of the staff of Registrable Securities then Beneficially Owned by the CommissionShareholder Parties; (ii) provided that if the Company has received an opinion of counselremains a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act), 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 Shelf Notice will not 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 required and the Company on such Junior Subordinated Debentures or New Junior Subordinated Debentures would not be deductible by the Companywill file, 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 order that such Shelf Registration Statement is not declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their cost, use their respective best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after two-month anniversary of the Closing Time)Date, a Shelf Registration Statement providing for in the sale by form of an automatic shelf registration statement (as defined in Rule 405 under the Holders ▇▇▇▇ ▇▇▇) 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, from time to time through agents, 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 Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective Securities then held by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled Shareholder Parties. (b) Subject to include any of its Registrable Securities 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 Section 4.1(d), 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 and the Issuer Trust agree to will use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, including by renewing the Shelf Registration Statement, until the earlier of (i) three years after the Shelf Registration Statement first becomes effective for and (ii) the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period date on which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities. (c) The Company will be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, 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 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) the termination of the 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 cease the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to be outstanding (purchasers of the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to be included in state any material fact necessary to make the Shelf Registration. The Company and the Issuer Trust willstatements therein, in the event light of the circumstances under which they were made, not misleading. (d) At any time that a Shelf Registration Statement is declared effective, provide if any Shareholder Party holding Registrable Securities delivers a notice to each Holder the Company (a reasonable number of copies of the Prospectus which is a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration StatementStatement in an underwritten Public Offering (a “Shelf Offering”), notify each such Holder when then, the Company will, as expeditiously as possible, amend or supplement the Shelf Registration has become effective and use their respective best efforts Statement as may be necessary in order to take certain other actions as are required enable such Registrable Securities to permit certain unrestricted resales of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, be distributed pursuant to supplement or amend the Shelf Registration Statement, if required by Offering (taking into account the rules, regulations or instructions applicable inclusion of securities pursuant to the registration form used 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 for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company will forward the Take-Down Notice to furnish all other Persons, if any, included on the Shelf Registration Statement pursuant to the Holders 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 copies that, in its opinion, the inclusion of any all of the securities sought to be sold in connection with such supplement 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 amendment promptly after its being used or filed the underwriters having discussions with potential investors in connection with the Commissionunderwritten Public Offering, but without a customary “roadshow”, shall not constitute a Marketed Underwritten Shelf Offering.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Company has received an opinion of counselRegistered Exchange Offer is not consummated within 450 days after the Delivery Date (or if the 450th day is not a business day, rendered by a law firm having a recognized national tax practicethe first business day thereafter), (iii) any Purchaser so requests with respect to the effect that, as a result of Offered Securities (or the Private Exchange Securities) held by it that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following 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 Registered Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (Aother than an Exchanging Dealer) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, Offer or any Holder (Bother than an Exchanging Dealer) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it that participates in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the does not receive freely tradeable Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 on the date of occurrence thereofthe exchange and, the "Shelf Registration Event Date")in each case, such Holder so requests, the Company and shall take the Issuer Trust following actions: (a) The Company shall, at their its cost, within 60 days after so required or requested pursuant to this Section 2 file with the Commission and thereafter shall use their respective best its commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in event, within 45 declared effective (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 Event Date (which shall be no earlier than 75 days after Statement” and, together with the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities“Shelf Registration”); provided, and however, that no Holder (other than a Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 Registration Rights Agreement (the “Agreement”) applicable to such Holder and furnishes to Holder; provided, further, that in no event shall 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 file the Shelf Registration Statement or Prospectus included therein. Each Holder as to which any have such Shelf Registration is being effected agrees to furnish Statement declared effective prior to the Company and applicable deadlines for 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. Exchange Offer Registration Statement. (b) The Company and the Issuer Trust agree to shall use their respective best its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for until the Rule 144(kearlier of (i) Period the date on which all Offered Securities registered thereunder are disposed of in accordance therewith and (subject to extension pursuant to ii) the last paragraph of Section 3 hereof) or for such shorter period which will terminate time when all of the Registrable Offered Securities covered by the Shelf Registration Statement have been are no longer restricted 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 efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 agreerelated prospectus and any amendment or supplement thereto, if necessaryas of its respective effective date, (i) to supplement or amend comply in all material respects with the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by requirements of the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the event that: date falling 400 days after the Issue Date and (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 currently prevailing applicable interpretations of 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 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 580 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) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, (B) it Offer or may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering delivery of a prospectus and that prospectus, the prospectus contained in 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 is not appropriate or available for such resales or arises (C) it is a broker-dealer and owns Capital Securities acquired directly from but no earlier than 400 days after the 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 Issue Date"), file with the Company Commission and the Issuer Trust shall, at their cost, thereafter shall use their respective its reasonable best efforts to cause to be filed as promptly as practicable declared effective on or prior to the 90th day after such the date on which the Shelf Registration Event Date, Statement (as the case may be, and, in event, within 45 days after such Shelf Registration Event Date defined below) is required to be filed (which shall be but no earlier than 75 490 days after the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities“Shelf Registration”); provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective for in order to permit the Rule 144(kprospectus included therein to be lawfully delivered by the Holders of the relevant Securities until the earlier of (1) Period three years from the Issue Date and (subject to extension pursuant to 2) the last paragraph date on which all Securities registered thereunder are disposed of Section 3 hereof) in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period which that 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 or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding (offer and sell such Securities during that period, unless such action is required by applicable law; provided that the "Effectiveness Period"). The Company and the Issuer Trust shall not permit be so deemed unless such action results in a Registration Default (after giving effect to Section 6(b) hereof). (c) Notwithstanding any securities other than Registrable Securities provisions of this Agreement to be included in the Shelf Registration. The contrary, the Company and shall cause the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations of the Commission thereunder for shelf registrationsand (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, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: (a) If (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that Company is not permitted to file the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing interpretations of the staff of the CommissionStatement; (ii) the Company has received an opinion determines, upon advice of its outside counsel, rendered by a law firm having a recognized national tax practicethat it is not reasonably practical, to effect the effect thatRegistered Exchange Offer as contemplated by Section 2 herein, as a result of the consummation of the Exchange Offer, there is more than an insubstantial risk including scenarios 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, could incur special interest as discussed 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; Section 4 herein (iii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days from the Closing Date or the Registered Exchange Offer is not consummated within the period referenced in Section 2(c)(ii) herein; (iv) the Initial Purchaser determines upon advice of its counsel that a Shelf Registration Statement must be filed in connection with any public offering or sale of Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by them following consummation of the Issue DateRegistered Exchange Offer; or (ivv) upon notice from any Holder on (other than the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or before does not receive freely tradeable New Securities in the 20th Business Day following the consummation Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Exchange Offer Company (it being understood that (A) it is prohibited by law or Commission policy from the requirement that a participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales or (C) it is a broker-dealer and owns Capital New Securities acquired directly from the 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"not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however, that the Company shall have the right to defer the filing of the Shelf Registration Statement (or suspend sales under the Shelf Registration Statement or defer the updating of the Shelf Registration Statement and suspend sales thereunder) for a period of not more than sixty (60) consecutive days (and, in the aggregate, not more than ninety (90) days) per any one year period, if it determines that it would be materially detrimental to the Company to file such Shelf Registration Statement or continue sales under such Shelf Registration Statement and conclude, as a result, that it is in the Company’s best interests and the Issuer Trust shallbest interests of its stockholders to defer the filing of such Registration Statement or suspend such sales under such Shelf Registration Statement at such time (collectively referred to as the “Shelf Registration Statement Deferral and Suspension Periods” and, together with the Exchange Offer Registration Statement Deferral and Suspension Periods, the “Deferral and Suspension Periods”). (b) If required pursuant to subsection (a) above, (i) the Company, at their its cost, use their respective best efforts 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 filed as promptly as practicable after such Shelf Registration Event Date, as declared effective under the 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 Closing Time)Act, a Shelf Registration Statement providing for relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of all of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Registrable Securities, and Initial Purchaser) shall use their respective best efforts be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 Holder; and furnishes to the Company and the Issuer Trust in writingprovided further, 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 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 make the Exchange Offer Registration Statement containing the information previously furnished 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. (ii) the Company by such Holder not materially misleading. The Company and the Issuer Trust agree to shall use their respective best its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended under the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period ending after the Rule 144(kearlier of (A) Period the date on which all such Securities are disposed of in accordance with the Shelf Registration Statement, (subject to extension B) the date on which such Securities become eligible for resale without restrictions pursuant to Rule 144 under the last paragraph of Section 3 hereofAct, or (C) or for one year after the Closing Date (in either such shorter case, such period which will terminate when all of being called the Registrable Securities covered by “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement have been sold pursuant 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; (b) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable; or (c) such action is otherwise explicitly allowed under this Agreement (e.g., the Shelf Registration Statement Deferral and Suspension Periods). (iii) 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 cease such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be outstanding (stated therein or necessary in order to make the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust willstatements therein, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies light of the Prospectus circumstances under which is a part of the Shelf Registration Statementthey were made, 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Commissionnot misleading.

Shelf Registration. In (a) The Company will, no later than the ninetieth (90th) day after the Closing Date, file with the Commission a Shelf Registration Statement (which, initially, will be on Form S-1 and, as soon as the Company is eligible, will be on Form S-3) providing for the registration of the offer and sale, from time to time on a continuous or delayed basis, of the Registrable Securities by the Holders in accordance with the methods of distribution elected by such Holders, pursuant to Rule 415 (or any successor thereto) under the Securities Act (the “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 that: (i) the Company, Commission informs the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, Company that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing interpretations all of the staff of the Commission; (ii) the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, to the effect thatRegistrable Securities cannot, as a result of the consummation 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 Exchange OfferHolders 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 “New Registration Statement”), there 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 more than an insubstantial risk 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 (x) the Issuer Trust would be subject prior to United States federal income tax with respect to income received or accrued on the Junior Subordinated Debentures filing such amendment or New Junior Subordinated DebenturesRegistration Statement, (y) interest payable by the Company shall be obligated to 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 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 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 particular Shelf Registration Statement is not declared effective within 180 days as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of the Issue Date; all or (iv) upon notice from any a greater number of Registrable Securities), unless otherwise directed in writing by a Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital as to its Registrable Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital number of Registrable Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their cost, use their respective best efforts to cause to be filed as promptly as practicable after registered on such Shelf Registration Event DateStatement will first be reduced by securities to be included other than Registrable Securities, and second be reduced by Registrable Securities applied to the Holders on a pro rata basis based on the total number of 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 Holders. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, andunder clauses (i) or (ii) above, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall Company will use their respective best its commercially reasonable efforts to have such Shelf Registration Statement declared effective file with the Commission, as promptly as allowed by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 or SEC Guidance provided to the Company and 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 Issuer Trust in writingInitial Registration Statement, within 15 days after receipt of a request thereforas amended, such information as or 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 New Registration Statement or Prospectus included therein, reasonably request for inclusion in (the Shelf “Remainder 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. Statements”). (b) The Company and the Issuer Trust agree to will use their respective its 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 related Prospectus to be usable by Holders for a period (the Rule 144(k“Shelf Registration Period”) Period (subject to extension pursuant to from the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by date the Shelf Registration Statement have been sold pursuant becomes effective to, and including, the date upon which no Registrable Securities are outstanding and constitute “restricted securities” (as defined in Rule 144 under the Securities Act). (c) The Company will 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 such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities 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 therein (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 cease prepare and, if permitted or required by applicable law, file a supplement to be outstanding (the "Effectiveness Period"). The Company 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 the Issuer Trust shall not permit any securities other than Registrable Securities to be included Questionnaire is named as a selling securityholder in the Shelf Registration. The Company Registration Statement and the Issuer Trust willrelated 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 event 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 is declared effectiveor Prospectus; provided, provide however, that any Holder that becomes a Notice Holder pursuant to each this Section 2(d) (whether or not such Holder was a reasonable number of copies of Notice Holder at the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when ) will be named as a selling securityholder in 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Prospectus in accordance with the Commissionthis Section 2(d).

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 310 days of the Issue Date; Date (or if the 310th day is not a business day, the first business day thereafter) (iii) an Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) is not eligible to participate in the 20th Business Day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may such Holder does not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the receive freely tradeable Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 on the date of occurrence thereof, the "Shelf Registration Event Date")exchange and any such Holder so requests, the Company and shall take the Issuer Trust following actions: (a) The Company shall, at their its cost, as promptly as practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use their respective its reasonable best efforts to cause to be filed as promptly as practicable after such declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Event DateStatement” 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 may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), Company is filing a Shelf Registration Statement providing for due to (x) the sale by the Holders of all occurrence of the Registrable Securitiesevents specified in clause (i) of this Section 2, and the Company shall use their respective its reasonable best efforts to have such Shelf Registration Statement declared effective by on or prior to the Commission as soon as practicable. No 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 of Registrable Securities (other than an Initial Purchaser) shall be entitled to include any of its Registrable have the Securities in any held by it covered by such Shelf Registration pursuant to this Agreement Statement 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period which that 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 restricted 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 or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Company has received an opinion Registered Exchange Offer is not consummated within 60 days following the effectiveness 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 or (iii) any Holder (other than an Exchanging Dealer) is not declared effective within 180 eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions: (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days of after so required or requested pursuant to this Section 2, or, if later, 120 days after the Issue Date; or (iv) upon notice from any Holder on or before file with the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their cost, thereafter shall use their respective best commercially reasonable efforts to cause to be filed as promptly as practicable after such declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Event Date, as the case may be, Statement” and, in eventtogether with the Exchange Offer Registration Statement, within 45 a “Registration Statement”) not later than 120 days after such filing pursuant to this Section 2 (unless the Shelf Registration Event Date (Statement is reviewed by the Commission, in which shall be no earlier case not later than 75 180 days after filing pursuant to this Section 2), or, if later, 180 days after the Closing Time), a Issue Date (unless the Shelf Registration Statement providing for 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 all of distribution set forth in the Registrable SecuritiesShelf Registration Statement and Rule 415 under the Securities Act (hereinafter, and the “Shelf Registration”); provided, however, that no Holder shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective best 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, for the Rule 144(k) Period a period of one year (subject to extension pursuant to the last paragraph of Section 3 hereof) 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 which that 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 (as defined in Section 6 hereof). The Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 agreerelated prospectus and any amendment or supplement thereto, if necessaryas of its respective effective date, (i) to supplement or amend comply in all material respects with the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by requirements of the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In If (a) the event that: Issuer and the Guarantors are not: (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that required to file the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing interpretations of the staff of the CommissionStatement; or (ii) permitted to consummate the Company has received an opinion Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy; or (b) any Holder 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) Transfer Restricted Securities notifies the Issuer Trust would be subject prior 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Registered Exchange Offer that that: (Ai) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, ; (Bii) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or resales; or (Ciii) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of the Issuer, the Issuer Trust, and the Guarantors shall take the following actions (the date on which any of the events specified conditions described in the foregoing clauses (ia) through and (ivb) being a "Shelf Registration Event" and occurs, including, in the date case of occurrence thereof, the "Shelf Registration Event Date"clauses (b)(i)-(iii), the Company receipt of the required notice, being a (“Trigger Date”): (A) The Issuer and the Issuer Trust Guarantors shall, at their coston or prior to 30 days after the Trigger Date (but no earlier than the 365th 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 use their respective best commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No (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 of Registrable Securities (other than an Initial Purchaser) shall be entitled to include any of its Registrable have the Securities in any held by it covered by such Shelf Registration pursuant to this Agreement Statement 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 Holder. (B) The Issuer 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 and the Issuer Trust agree to Guarantors shall use their respective best 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 for the Rule 144(k) Period a period of one year (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 4(j) below) from the date of its effectiveness or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto, are no longer outstanding or cease to be Transfer Restricted Securities (such period being the “Shelf Registration Period”). (C) Notwithstanding any other provisions of this Agreement to the contrary, the Issuer and the Guarantors shall use commercially reasonable efforts to ensure that (i) the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit related prospectus and any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust willamendment or supplement thereto, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder; (ii) the Shelf Registration has become effective Statement and use their respective best efforts any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to take certain other actions as are state a material fact required to permit certain unrestricted resales be stated therein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such any Shelf Registration Statement does not contain any untrue statement of a material fact or by omit to state a material fact required to be stated therein or necessary in order to make the Securities Act or by any other rules and regulations thereunder for shelf registrationsstatements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: 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 changes in law or in currently prevailing the applicable interpretations of the staff Staff of the CommissionSEC do not permit the Company to effect the Exchange Offer; (ii) the 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 for any reason the Exchange Offer, there Offer is more than an insubstantial risk that (x) not consummated within 160 days following 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 chargesIssue Date; (iii) any Holder of Notes notifies the Company prior to the effectiveness of the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) due to a change in law or SEC policy it is prohibited by law or Commission policy from participating not entitled to participate in the Exchange Offer, (B) due to a change in law or SEC policy it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement Prospectus is not appropriate or available for such resales or by such Holder, (C) it is a broker-dealer and owns Capital Securities Registrable Notes acquired directly from the Issuer Trust Company or an affiliate of the Issuer Trust, Company or (any D) the Majority Holders of Notes that are Registrable Notes may not resell the events specified Exchange Notes acquired by them in clauses (i) through (iv) being a "Shelf Registration Event" the Exchange Offer to the public without restriction under the 1933 Act and the date of occurrence thereof, the "Shelf Registration Event Date")without restriction under applicable blue sky or state securities laws, the Company and the Issuer Trust shall, at their its cost, (A) as promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of Notes that are Registrable Notes and set forth in such Shelf Registration Statement, and use their respective its best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as Statement to be declared effective by the case may be, and, in event, SEC within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 160 days after the Closing Time), Issue Date. In the event that the Company is required to file a Shelf Registration Statement providing for upon the sale by request of any Holder (other than the Holders Initial Purchasers) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of all of any Initial Purchaser pursuant to clause (iii)(C) above, the Registrable Securities, Company shall file and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf SEC both an Exchange Offer Registration Statement pursuant to this Agreement unless Section 2(a) with respect to all Registrable Notes 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 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 (which may be a combined Registration Statement or Prospectus included therein. Each Holder as to which any Shelf with the Exchange Offer Registration is being effected agrees to furnish to the Company and the Issuer Trust all information Statement) with respect to such Holder necessary to make the information previously furnished to the Company offers and sales of Registrable Notes held by such Holder not materially misleading. The Company and or the Issuer Trust agree Initial Purchasers after completion of the Exchange Offer; (B) subject to clause d(ii) below, use their respective its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the Rule 144(k) Period date the Shelf Registration Statement is declared effective by the SEC (subject to extension or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of the Initial Purchasers pursuant to the last paragraph of Section 3 hereofclause (iii)(C) above) or for such shorter period which will terminate when all of the Registrable Securities Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease Statement; and (C) notwithstanding any other provisions hereof, use its best efforts to be outstanding ensure that (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit x) any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand any amendment thereto and any Prospectus forming part thereof and any supplement thereto comply in all material respects with the 1933 Act and the rules and regulations thereunder, provide (y) any Shelf Registration Statement and any amendment thereto do not, upon effectiveness, contain an untrue statement of a material fact or omit to each Holder state a reasonable number of copies of material fact required to be stated therein or necessary to make the statements therein not misleading and (z) any Prospectus which is a forming part of the any Shelf Registration Statement, notify each and any supplement to such Holder when Prospectus (as amended or supplemented from time to time), do not include an untrue statement of a material fact or omit to state a material fact necessary in order to make 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 statements, in light of the Registrable Securitiescircumstances under which they were made, not misleading. The Company and the Issuer Trust further agreeagrees, if necessary, to supplement or amend the Shelf Registration Statement, Statement if reasonably requested by the Majority Holders of Notes that are Registrable Notes with respect to information relating to the Holders and otherwise as required by the rulesSection 3(b) below, regulations or instructions applicable to the registration form used by the Company for use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement or by the Securities Act or by any other rules to become usable as soon as thereafter practicable and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree to furnish to the Holders of Registrable Securities Notes copies of any such supplement or amendment promptly after its being used or filed with the CommissionSEC.

Shelf Registration. In the event that: If (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 Company is not available because of any change in law or in currently prevailing interpretations of the staff of the Commission; (ii) the Company has received required to file 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 or to consummate the Exchange Offer because the Exchange Offer is not declared effective within 180 days permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or (ii) with respect to any Holder of Transfer Restricted Securities (other than by reason of being an affiliate of the Issue Date; or (iv) upon notice from any Company), such Holder on or before notifies the 20th Company within 20 Business Day Days following the consummation of the Exchange Offer that (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) it such Holder may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) it such Holder is a brokerBroker-dealer Dealer and owns Capital holds Initial Securities acquired directly from the Issuer Trust Company or an affiliate one of the Issuer Trustits affiliates, (any of the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereofthen, the "Shelf Registration Event Date")upon such Holder’s request, the Company shall cause to be filed a shelf registration statement pursuant to the Securities Act on an applicable form, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) and the Issuer Trust shall, at their cost, use their respective its 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 event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement to be declared effective by the Commission as soon as practicable. No 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 Company determines that it is not required to file the Exchange Offer Registration Statement, and (2) the 90th day after the date on which the Company receives notice from a Holder of Registrable Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall be entitled to include any provide for resales of its Registrable all Transfer Restricted Securities in any Shelf Registration the case of clause (1) above and, in the case of clause (2) above, resales of Transfer Restricted Securities by the Holders of which shall have provided the information required pursuant to this Agreement unless and until such Holder agrees in writing Section 4(b) hereof. The Company shall use its reasonable best efforts to be bound by all of the provisions of this Agreement applicable to such 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 keep such Shelf Registration Statement or Prospectus included thereincontinuously effective, reasonably request for inclusion in supplemented and amended as required by the Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish provisions of Sections 6(b) and (c) hereof to the Company 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 Issuer Trust all information with respect policies, rules and regulations of the Commission as announced from time to such Holder necessary to make time, until the information previously furnished to earliest of (i) the Company by such Holder not materially misleading. The Company and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate date when all of the Registrable Initial Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by can be sold to the public under Rule 144 under the Securities Act or by any other rules without regard to the volume limitations included therein and regulations thereunder for shelf registrations, 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 (ii) the Issuer Trust agree to furnish to date on which all of the Holders Initial Securities covered by such Shelf Registration Statement are disposed of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commissionin accordance therewith.

Shelf Registration. In (a) At any time or from time to time after the event that: date hereof and so long as the Company is eligible to register Registrable Securities under a Form S-3 Registration Statement, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company (a “Shelf Demand Notice”), that (i) the Company, Company file a shelf registration statement (a “Shelf Registration Statement”) pursuant to Rule 415 under the Issuer Trust Securities Act covering all 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 currently prevailing interpretations a portion of the staff Registrable Securities to enable the resale on a delayed or continuous basis of the Commission; such Registrable Securities (a “Shelf Demand Registration”) or (ii) if the Company is a WKSI and has received an opinion outstanding effective Form S-3 Registration Statement, the Company file a post-effective amendment to such Form S-3 Registration Statement covering all or a portion of counselthe Registrable Securities; provided, rendered however, that in any case the Company shall not be obligated to file or effect any Shelf Registration Statement (A) at any time that the amount of unsold Registrable Securities covered by all then effective Shelf Registration Statements equals or exceeds seventeen percent of the then outstanding shares of Common Stock of the Company or (B) if the requested Shelf Registration Statement covers a law firm having a recognized national tax practicenumber of Registrable Securities that, when added to the effect thatamount of unsold Registrable Securities covered by all then effective Shelf Registration Statements would equal or exceed seventeen percent of the then outstanding shares of Common Stock of the Company; and provided, further that no Initiating Holder shall be entitled to demand a Shelf Registration Statement during the period when the Company is exercising its right to defer an Underwritten Demand Registration pursuant to Section 2(b). Subject to Section 6(b)(A), as soon as reasonably practicable, but in no event later than thirty (30) days after receiving a result Shelf Demand Notice (or twenty (20) days if the Company is a WKSI and then has an effective Form S-3 Registration Statement), the Company shall file with the Commission a Shelf Registration Statement on Form S-3 of the consummation Commission or, if the Company is a WKSI and has an effective Form S-3 Registration Statement, a post-effective amendment thereto. Subject to Sections 3(b) and 3(c), the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective as expeditiously as possible and to remain effective until the earlier of the Exchange Offer, there is more than an insubstantial risk that (x) the Issuer Trust would be time all Registrable Securities subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Debentures or New Junior Subordinated Debentures, thereto have been sold and (y) interest payable the third anniversary of the initial effective time, including by filing necessary post-effective amendments and prospectus supplements reasonably required by a Holder, subject to any blackout periods described in subparagraph (b) below. If the Company on such Junior Subordinated Debentures or New Junior Subordinated Debentures would not be deductible by the Companyis at any time a WKSI, in whole or in part, for United States federal income tax purposesit shall cause each Shelf Registration Statement to be, 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 shall cause any filed Shelf Registration Statement is not declared effective within 180 days to be amended to be, an Automatic Shelf Registration Statement. The Initiating Holder shall have the right to determine the plan and method of distribution for the Issue Date; or (iv) upon notice from any Holder on or before Registrable Securities to be reflected in the 20th Business Day following the consummation Shelf Registration Statement in respect of the Exchange Offer that (A) which it is prohibited by law or Commission policy from participating in the Exchange Offer, Initiating Holder. (Bb) it may not resell Notwithstanding the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate provisions 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"Section 3(a), if the Company and the Issuer Trust shall, at their cost, use their respective best efforts is required to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time), effect a Shelf Registration Statement providing for or make any filing with the sale by Commission pursuant to this Section 3 or if the Company has a Shelf Registration Statement in effect pursuant to this Section 3, and the Company furnishes to the Initiating Holder requesting such registration or filing or to the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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, as applicable, a certificate signed by an Independent Member of the Board stating that (x) in the good faith judgment of a majority of the Independent Members of the Board it would be detrimental to the Company and its stockholders for a registration statement or other filing to be filed on or before the date such filing would otherwise be required hereunder or (y) sales pursuant to a Shelf Registration Statement would require the disclosure of information not otherwise then required by law (in the absence of a registration or sales thereunder) to be publicly disclosed and that in the good faith judgment of a majority of the Independent Members of the Board such disclosure would be detrimental to the Company and its stockholders, the Company shall have the right to defer such filing or the effectiveness thereof for a period of not more than ninety days after the Company’s receipt of the applicable Shelf Demand Notice or prevent Holders of Registrable Securities from selling Registrable Securities pursuant to an effective Shelf Registration Statement for a period of not more than ninety days after the Company delivers a written request to the applicable Holder demanding that such Holder cease sales of securities under the Shelf Registration Statement (and during such period the Company shall not be obligated to file another Shelf Registration Period during the period such sales under an effective Shelf Registration Statement are not allowed); provided, that the Company may not exercise its rights under this Section 3(b) more than twice in any 18-month period; and provided further, that the Company may not exercise its rights under this Section 2(b) for two consecutive 90-day periods. (c) Notwithstanding the provisions of Section 3(a), the Company shall not be obligated to (i) file a Shelf Registration Statement within a period of 90 days after the effective date of any Underwritten Registration Statement or Prospectus included thereinan underwritten offering pursuant to a Shelf Registration Statement or (ii) file or effect more than a total of two Shelf Registration Statements within any 12-month period; provided, however, that each filing of an Underwritten Registration Statement during the 12-month period will reduce by one the number of Shelf Registration Statements that the Company is obligated to file during such 12-month period. (d) Upon the receipt by the Company of a Shelf Demand Notice, the Company shall give prompt written notice to all Holders of Registrable Securities (other than the Initiating Holder) that a Shelf Registration Statement pursuant to this Section 3 is being effected. In the event that any such Holder delivers to the Company a written request within fifteen (15) days after the delivery of such written notice to the Holder by the Company, to include in such Shelf Registration Statement Registrable Securities of the Holder the Company shall include such Registrable Securities in the Shelf Registration Statement, including by means of a pre-effective or post-effective amendment thereto; provided, however, that if the inclusion of the Registrable Securities of such Holders in such registration statement would, in the opinion of the Initiating Holders, be reasonably request for inclusion likely to delay in any material respect the Initiating Holder’s ability timely to sell the Registrable Securities pursuant to the Shelf Registration Statement, the Company shall not include such Holders’ Registrable Securities in the Shelf Registration Statement without the prior written consent of the Initiating Holder. (e) At any time or Prospectus included therein. Each from time to time after the date hereof, any Initiating Holder as shall have the right to which any Shelf Registration is being effected agrees to furnish request, by delivery of a written notice to the Company and the Issuer Trust all information with respect to such Holder necessary to make the information previously furnished to (a “Shelf Underwritten Demand Notice”), that the Company by such Holder not materially misleading. The Company and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph effect an underwritten offering of Section 3 hereof) all or for such shorter period which will terminate when all a portion of the Registrable Securities covered included in an existing Shelf Registration Statement. Any such Shelf Underwritten Demand Notice must request an underwritten offering of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported by the NASDAQ National Market (or if the Registrable Securities are not traded on the NASDAQ National Market, the securities exchange or market upon which the Registrable Securities are listed or traded) over the ten (10) consecutive trading days prior to the date of the Shelf Demand Notice, of not less than fifty million dollars ($50,000,0000). Subject to Section 6(b)(A), as soon as reasonably practicable after receiving an Underwritten Demand Notice, but in no event later than thirty (30) days after receiving a Shelf Underwritten Demand Notice, the Company shall file with the Commission such amendments to the applicable Shelf Registration Statements and such prospectus supplements or other filings as are necessary in connection with the underwritten offering of the Registrable Securities subject to the Shelf Underwritten Demand Notice, subject to Sections 3(b) and Section 4. Any prospectus supplement or other filing with the Commission including a plan or method of distribution of the securities subject to an underwritten offering pursuant to this Section 3 shall reflect the plan or method of distribution of such securities as shall be designated by the managing underwriter of the offering. (f) The Company may elect to register in any Shelf Registration Statement have been sold any additional shares of Common Stock (including, without limitation, any shares of Common Stock to be distributed in a primary offering made by the Company) so long as the inclusion of such Common Stock by the Company would not (i) be reasonably likely to delay in any material respect the Initiating Holder’s ability timely to sell the Registrable Securities pursuant to the Shelf Registration Statement or cease to be outstanding (ii) cause a reduction in the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than number of Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event Demand Registration as a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies result of the Prospectus which is a part Company’s election to so register additional shares of Common Stock . Such election of the Company, if made, shall be made by the Company giving written notice to the Initiating Holder stating (A) that the Company proposes to include additional shares of Common Stock in such Shelf Registration Statement, notify each such Holder when and (B) the Shelf Registration has become effective and use their respective best efforts number of shares of Common Stock proposed 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Commissionbe included.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 365 days of the Issue Date; Date (the “Consummation Deadline”), (iii) any Initial Purchaser so requests with respect to the Initial Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer 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 the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust other than an Exchanging Dealer or an affiliate of the Issuer TrustCompany) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (any other than an Exchanging Dealer or an affiliate of the events specified Company) that participates in clauses (i) through (iv) being a "Shelf Registration Event" and the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of occurrence thereof, the "Shelf Registration Event Date")exchange, the Company and the Issuer Trust Guarantors shall take the following actions: (a) The Company and the Guarantors shall, at their cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2), file with the Commission and thereafter shall use their respective best its commercially reasonable efforts to cause to be filed as promptly as practicable after such declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Event Date, as the case may be, Statement” and, in event, within 45 days after such Shelf together with the Exchange Offer Registration Event Date (which shall be no earlier than 75 days after the Closing Time)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 providing for and Rule 415 under the sale 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 Holders of all of Consummation Deadline, then the Registrable Securities, Company and shall the Guarantors will use their respective best 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 declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to Guarantors shall use their respective best 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant to thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Shelf Registration Statement Securities Act, or cease to be outstanding (the "Effectiveness Period"any successor rule thereof). The Company and the Issuer Trust Guarantors shall be deemed not permit any securities other than Registrable Securities to be included in have used their commercially reasonable efforts to keep the Shelf Registration. The Registration Statement effective during the requisite period if they voluntarily 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. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Issuer Trust will, in Guarantors shall use their commercially reasonable efforts to ensure that (i) the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder; (ii) the Shelf Registration has become effective Statement and use their respective best efforts any amendment or supplement thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to take certain other actions as are state a material fact required to permit certain unrestricted resales be stated therein or necessary to make the statements therein not misleading; and (iii) any prospectus forming part of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such any Shelf Registration Statement does not contain any untrue statement of a material fact or by omit to state a material fact required to be stated therein or necessary in order to make the Securities Act or by any other rules and regulations thereunder for shelf registrationsstatements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 315 days of the Issue Date; , (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) notifies the 20th Business Day Company in writing during the 20 business days following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may such Holder does not resell receive freely tradeable Exchange Securities on the New Capital Securitiesdate of the exchange, the New Guarantee and Company shall take the New Junior Subordinated Debentures acquired by it in following actions: (a) The Company shall, at its cost, as promptly as practicable, but not later than the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate later of the Issuer Trust, (any of the events specified in clauses (i) through 180 days (iv) being or if the 180th day is not a "Shelf Registration Event" and the date of occurrence thereofbusiness day, the "Shelf Registration Event Date")first business day thereafter) after such obligation arises and (ii) 270 days (or if the 270th day is not a business day, the Company first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and the Issuer Trust shall, at their cost, use their respective best its commercially reasonable efforts to cause to be filed as promptly as practicable after such declared effective (unless it becomes effective automatically upon filing) a registration statement (the "Shelf Registration Event Date, as the case may be, Statement" and, in event, within 45 days after such Shelf together with the Exchange Offer Registration Event Date (which shall be no earlier than 75 days after the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities"Shelf Registration"); provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective best its 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, for the Rule 144(k) Period a period of one year (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period which that will terminate upon the earlier of the date (i) when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant 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 restricted 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 or cease to be outstanding (the "Effectiveness Period")outstanding. The Company and shall be deemed not to have used its commercially reasonable efforts to keep the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a 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 declared effectiverequired by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, provide to each Holder a reasonable number of copies of the Prospectus which is a part of Company shall cause the Shelf Registration Statement, 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 Statement and the Issuer Trust further agreerelated prospectus and any amendment or supplement thereto, if necessaryas of its respective effective date, (i) to supplement or amend comply in all material respects with the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by requirements of the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: (i) the CompanyIf, 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 changes in law law, SEC rules or in currently prevailing regulations or applicable interpretations of thereof by the staff of the Commission; SEC, the Company determines after consultation with its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) the 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 if for any other reason (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; (iiiA) the Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Date or (B) the Exchange Offer is not consummated within 210 days after the Closing Date, (iii) upon the request of any of the Issue Date; Initial Purchasers holding Private Exchange Securities with respect to Registrable Securities that are not eligible for Exchange Securities in the Exchange Offer or if the Initial Purchasers do not receive freely tradable Exchange Securities in the Exchange Offer or (iv) upon notice from of any Holder on or before (other than an Initial Purchaser) given to the 20th Business Day following Company in writing within 30 days after the consummation commencement of the Exchange Offer that (A) due to a change in law or SEC policy it is prohibited by law or Commission policy from participating not entitled to participate in the Exchange Offer, (B) due to a change in law or SEC policy it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Capital Registrable Securities acquired directly from the Issuer Trust Company or an affiliate of the Issuer TrustCompany, (any then in case of the events specified in each of clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their its cost: (a) As promptly as practicable, file with the SEC, and thereafter shall use their respective its reasonable best efforts to cause to be filed declared effective as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be but no earlier later than 75 180 days after the Closing Time)original issue of the Registrable Securities, a Shelf Registration Statement providing for relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of all of distribution elected by the Registrable Securities, and shall use their respective best efforts to have such Majority Holders participating in the Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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 set forth 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 and the Issuer Trust agree to use their respective Statement. (b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year from the Rule 144(k) Period (subject to extension pursuant to original issue of the last paragraph of Section 3 hereof) Registrable Securities, or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the "“Effectiveness Period"”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended up to a maximum of 90 days if 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 hereof, use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any 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, in light of the circumstances under which they were made, not misleading. The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf RegistrationRegistration Statement. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 agreeagrees, if necessary, to supplement or amend the Shelf Registration Statement, if as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsSection 3(b) below, and the Company and the Issuer Trust agree 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 CommissionSEC.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Company has received an opinion Registered Exchange Offer is not consummated within 365 days of counselthe date of original issue of the Initial Securities (the “Issue Date”), rendered by a law firm having a recognized national tax practice, (iii) any Initial Purchaser so requests with respect to the effect that, as a result of Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following 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 Registered Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) is not eligible to participate in the 20th Business Day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may such Holder does not resell receive Exchange Securities that are freely tradeable under the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 Act on the date of occurrence thereof, the "Shelf Registration Event Date")exchange, the Company and shall take the Issuer Trust following actions: (a) The Company shall, at their its cost, as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use their respective best its commercially reasonable efforts to cause to be filed as promptly as practicable after such declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Event Date, as the case may be, Statement” and, in event, within 45 days after such Shelf together with the Exchange Offer Registration Event Date (which shall be no earlier than 75 days after the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities“Shelf Registration”); provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective best its 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, for the Rule 144(k) Period a period of one year (subject to extension pursuant to the last paragraph of Section 3 hereof) 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 which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) have 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 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 or cease is permitted under the terms of this Agreement. (c) Notwithstanding any other provisions of this Agreement to be outstanding (the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with the Shelf Registration has become effective applicable requirements of the Securities Act and use their respective best efforts the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) In the event that the Company is required to take certain other the actions set forth in this Section solely as are required to permit certain unrestricted resales a result of the Registrable Securities. The Company and Registered Exchange Offer not being consummated within 365 days of the Issuer Trust further agreeIssue Date, if necessary, but the Registered Exchange Offer is subsequently completed in accordance with the terms of this Agreement prior to supplement or amend the sale of all Securities eligible to be sold under such Shelf Registration Statement, if upon consummation of the Registered Exchange Offer, the Company will no longer be required by to file, have declared effective or continue the rules, regulations or instructions applicable effectiveness of the Shelf Registration Statement pursuant to this Section. (e) Notwithstanding anything to the registration form used by 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 by the Securities Act or by any other rules and regulations thereunder for shelf registrationscontinuing effectiveness thereof would require the disclosure of non-public material information that in the reasonable judgment of the Company, and the Company and the Issuer Trust agree to furnish would be detrimental to the Holders 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 Registrable Securities copies 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 supplement Shelf Registration Statement pursuant to this Agreement or amendment promptly (B) 60 days after its being used the commencement of such delay or filed with 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 CommissionShelf 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. In the event that: that (i) the CompanyIssuer 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 they would violate any applicable law or applicable interpretations of the Commission staff, (ii) such Exchange Offers are not for any other reason completed by the date that is five years after the Settlement Date (or if such date is not a Business Day, the next succeeding Business Day) or (iii) prior to the last Exchange Date with respect to the Exchange Offers, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(areceives a written request (a “Shelf Request”) above is not available because of any change in law or in currently prevailing interpretations of the staff of the Commission; (ii) the 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on representing that it holds Transfer Restricted Notes that are or before the 20th Business Day following the consummation of the were ineligible to be exchanged in such Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital SecuritiesOffers, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their cost, shall use their respective best its commercially reasonable efforts to cause to be filed with the Commission, as promptly soon as practicable practicable, but in any event within 30 days, after such determination date or the receipt of a Shelf Registration Event DateRequest, as the case may be, and, in event, within 45 days after such be (the “Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing TimeFiling Deadline”), a Shelf Registration Statement providing for the sale of all the Transfer Restricted Notes by the Holders of all of the Registrable Securities, thereof and shall use their respective best efforts to have such Shelf Registration Statement declared become effective by on or before the Commission as soon as practicable. No 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 of Registrable Securities shall will be entitled to include have any of its Registrable Securities Transfer Restricted Notes included in any Shelf Registration pursuant Statement, or entitled to this Agreement unless and use the Prospectus forming a part of such Shelf Registration Statement, until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to shall have provided such other information regarding such Holder and furnishes to the Company 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 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 shall be under no obligation to information relating to Holders that would be required by the Commission to be included in file any such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in 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 or Prospectus included therein. Each Holder as pursuant to which any Shelf Registration is being effected agrees to furnish to clause (iii) of the Company and preceding sentence, the Issuer Trust all information shall use its commercially reasonable 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 such Holder necessary all Transfer Restricted Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to make the information previously furnished to the Company offers and sales of Transfer Restricted Notes held by such Holder not materially misleadingHolders after completion of the Exchange Offers. The Company and the Issuer Trust agree to shall use their respective best its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for until the Rule 144(k) Period (subject to extension pursuant to date on which the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities Initial Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or thereby cease to be outstanding Transfer Restricted Notes (the "“Shelf Effectiveness Period"”). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities further agrees to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a use its commercially reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsor 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 Company and the case may be, to become usable as soon as thereafter practicable. The Issuer Trust agree agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being 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 any 12-month period, 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. Any Shelf Suspension Period pursuant to this Section 4(a) shall begin on the date specified in a written notice given by the Issuer to the Holders and shall end on the date specified in a subsequent written notice given by the Issuer to the Holders.

Shelf Registration. In the event that: If (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 2(a6(a)(i) above is not available because of any change in law hereof) or in currently prevailing interpretations of the staff of the Commission; (ii) if any Holder of Transfer Restricted Securities shall notify the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, prior 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day business day following the consummation Consummation of the Exchange Offer that (A) it is such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) it such Holder may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it such Holder is a brokerBroker-dealer Dealer and owns Capital Securities holds Notes acquired directly from the Issuer Trust Company or any of its Affiliates, then the Company and the Guarantors shall use their reasonable best efforts to: (I) cause to be filed, on or prior to 60 days after the earlier of (x) 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 (y) 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 Rule 415 under the Act (which may be an affiliate 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, 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 Issuer TrustExchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (I) above; provided that, (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")such event, the Company and the Issuer Trust shall, at their cost, use their respective best efforts Guarantors shall remain obligated to cause meet the Effectiveness Deadline set forth in clause (II) above. To the extent necessary to be filed as promptly as practicable after such Shelf Registration Event Date, as ensure that the 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 Closing Time), a Shelf Registration Statement providing is available for the sale sales of Transfer Restricted Securities by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be thereof entitled to include any the benefit of its Registrable Securities in any Shelf Registration this Section 4(a) and the other securities required to be registered therein 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 Section 6(b)(ii) hereof, 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 and the Issuer Trust agree to Guarantors shall use their respective reasonable best efforts to keep the any Shelf Registration Statement required by this Section 4(a) continuously effective for the Rule 144(k) Period (effective, supplemented, amended and current as required by and subject to extension 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, for a period of at least two years (as extended pursuant to Section 6(c)(i)hereof) following the last paragraph of Section 3 hereof) Closing Date, or for such shorter period which as will terminate when all of the Registrable Transfer Restricted Securities covered by the such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Commissionthereto.

Shelf Registration. In If (a) prior to the event that: (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that consummation of the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing ------------------ Offer, applicable interpretations of the staff of the Commission; (ii) SEC do not permit the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, Issuers and the Guarantors 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 DebenturesOffer as contemplated herein, (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; (iiib) the Exchange Offer Registration Statement is not declared effective consummated within 180 210 days of the Issue Date; Closing Date for any reason or (ivc) upon notice from any Holder on or before of Transfer Restricted Securities shall notify the 20th Issuers within 20 Business Day Days following the consummation of the Exchange Offer that (Ai) it is such Holder was prohibited by law or Commission policy from participating in the Exchange Offer, Offer or (Bii) it 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 New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (Ciii) it such Holder is a broker-dealer and owns Capital holds Transfer Restricted Securities acquired directly from the Issuer Trust Issuers or an affiliate of the Issuer Trust, (any of their Affiliates, then the events specified in clauses Issuers and the Guarantors shall (x) prepare and file with the SEC, on or prior to 30 days after the earlier of (i) through (iv) being a "Shelf Registration Event" and the date on which the Issuers determine that the Exchange Offer Registration Statement cannot be filed as a result of occurrence thereofclause (a) above and (ii) the date on which the Issuers receive the notice specified in clause (c) above (such earlier 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 Event DateStatement"), the Company relating to all Transfer Restricted Securities, and the Issuer Trust shall, at their cost, (y) use their respective best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared to become effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled on or prior to include any of its Registrable Securities 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 and the Issuer Trust in writing, within 15 90 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 Filing Deadline for inclusion in the Shelf Registration Statement or Prospectus included therein. Each Holder as to which any (the "Shelf Registration Statement Effectiveness Target Date," and together with the Exchange Registration Statement Effectiveness Target Date, the "Effectiveness Target Dates"). The Shelf Registration Statement shall be on Form F-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by the 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 Shelf Registration Statement is being effected agrees to furnish available for sales of Transfer Restricted Securities by the Holders thereof entitled to the Company benefit of this Section 3, the Issuers 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 and the Issuer Trust agree to Guarantors shall use their respective best efforts to keep the Shelf Registration Statement continuously effective for under the Rule 144(kSecurities Act until the earlier of (i) Period the date which is 24 months after the Closing Date, (subject to extension pursuant to ii) the last paragraph of Section 3 hereof) or for such shorter period which will terminate when date that all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to in the manner set forth and as contemplated in the Shelf Registration Statement or cease (iii) there ceases to be outstanding any Transfer Restricted Securities (the "Effectiveness Period"). The Company Issuers and the Issuer Trust Guarantors shall not permit any securities other than Registrable Securities use their best efforts to be included in keep the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of continuously effective during the Prospectus which is a part of Effectiveness Period by supplementing and amending the Shelf Registration Statement, 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 amend the Shelf Registration Statement, Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or Statement, if required by the Securities Act Act, or if reasonably requested 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 a majority in aggregate principal amount of the Transfer Restricted Securities copies covered by such Registration Statement and by any underwriter of any such supplement or amendment promptly after its being used or filed with the CommissionTransfer Restricted Securities.

Shelf Registration. In the event that: If (i) the Company, Company and the Co-Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is are not available because of any change in law or in currently prevailing interpretations of the staff of the Commission; (ii) the Company has received required to file 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of to consummate the Exchange Offer that because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or (ii) with respect to any Holder of Transfer Restricted Securities (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) it such Holder may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an affiliate of the Company or the Co-Issuer) and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) it such Holder is a brokerBroker-dealer Dealer and owns Capital holds Initial Securities acquired directly from the Company, the Co-Issuer Trust or an affiliate 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 Trust, (any of and the events specified in clauses Guarantors shall: (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their cost, use their respective best efforts to cause to be filed as promptly as practicable after such 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 Event Date, as the 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 Closing TimeStatement”), a which Shelf Registration Statement providing shall provide for the sale by resales of all Transfer Restricted Securities the Holders of all of which shall have provided the Registrable Securities, and shall information required pursuant to Section 4(b) hereof; and (ii) use their respective best commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon promptly as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities possible (unless it becomes effective automatically upon filing), and in any Shelf Registration pursuant event on or before the 365th day after the obligation 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 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 file such Shelf Registration Statement arises (or Prospectus included thereinif such 365th day is not a Business Day, reasonably request for inclusion in the Shelf Registration Statement or Prospectus included thereinnext succeeding Business Day). Each Holder as to which any Shelf Registration is being effected agrees to furnish to of the Company Company, the Co-Issuer 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 and the Issuer Trust agree to Guarantors shall use their respective best its commercially reasonable efforts to keep the such Shelf Registration Statement continuously effective for effective, supplemented and amended as required by the Rule 144(kprovisions of Sections 6(b) Period and (subject to extension pursuant c) hereof to the last paragraph 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 3 hereof) 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 for such shorter period which that will terminate when all of the Registrable Initial Securities covered by the 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 or cease pursuant to be outstanding (this Agreement, the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in prior to the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number expiration of copies of the Prospectus which is a part of the that Shelf Registration Statement, notify each such Holder when file, and use its commercially reasonable efforts to cause to be declared effective (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 has become effective and use their respective best efforts Statement to take certain other actions as are required make registered dispositions, a new registration statement relating to permit certain unrestricted resales of the Registrable Securities. The Company and , which shall be deemed the Issuer Trust further agree, if necessary, to supplement or amend the “Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company ” for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree to furnish to the Holders purposes of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commissionthis Agreement.

Shelf Registration. In To the extent not prohibited by any law or applicable SEC policy, in the event that: 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 currently prevailing interpretations of the staff of the Commission; (ii) the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, permitted 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) file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Exchange Offer is not for any other reason declared effective under the Securities Act by the SEC within 180 days after the Closing Time, (iii) any holder of Securities notifies the Issue Date; or (iv) upon notice from any Holder on or before Issuer within 30 days after the 20th Business Day following the consummation commencement of the Exchange Offer that (A1) due to a change in law or SEC policy it is prohibited by law or Commission policy from participating not entitled to participate in the Exchange Offer, (B2) due to a change in law or SEC policy it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus Prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (C3) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of the Issuer TrustIssuer, or (iv) the holders of a majority 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 the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their its cost, use their respective best efforts to cause to be filed file as promptly as practicable after such Shelf Registration Event Datedetermination or date, as the case may be, and, in any event, within 45 prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such Shelf filing obligation arises (provided, however, that if the Exchange Offer Registration Event Date (which shall be no earlier than 75 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), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable SecuritiesSecurities affected thereby, and and, to the extent not declared effective automatically by the SEC, shall use their respective its reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission SEC as soon as practicablepracticable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities shall be entitled to may include any of its Registrable Securities 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 and the Issuer Trust in writing, within 15 10 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 SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the 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 Issuer Trust all information with respect to such Holder necessary to make the any information previously furnished to the Company Issuer by such Holder not materially misleading. The Company and the Issuer Trust agree agrees to use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended for a period of two years from the Closing Time (or such shorter period provided for in any amendment to Rule 144(k) Period under 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 have been sold pursuant thereto (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of (the Registrable Securities covered by “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period")effective, supplemented and amended for a period of 60 days. The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 agreeagrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree 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 CommissionSEC. 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 exceed $5,000,000.

Shelf Registration. In the event that: If (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 2(a6(a)(i) above is not available because of any change in law below) or in currently prevailing interpretations of the staff of the Commission; (ii) any Holder of Transfer Restricted Securities shall notify the 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 declared effective writing within 180 30 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer Consummation Deadline that (A) it is such Holder was prohibited by law or Commission policy from participating in the Exchange Offer, Offer or (B) it such Holder may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it such Holder is a brokerBroker-dealer Dealer and owns Capital Securities holds Notes acquired directly from the Issuer Trust Company or an affiliate of the Issuer Trust, (any of their Affiliates, or (iii) the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and Exchange Offer has not been Consummated on or prior to the date of occurrence thereofConsummation Deadline, the "Shelf Registration Event Date"), then the Company and the Issuer Trust Guarantors shall: (x) cause to be filed, at their coston or prior to 45 days after the 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 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 to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 Statement to become effective on or prior to 90 days after the Closing TimeFiling 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 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 providing solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for the sale sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of all of this Section 4(a) and the Registrable Securitiesother 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 have such keep any Shelf Registration Statement declared effective 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 soon announced from time to time, for a period of at least two years (as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration extended pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of Section 6(c)(i)) following the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Issuer Trust in writingClosing Date, 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 and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which as will terminate when all of the Registrable Transfer Restricted Securities covered by the such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Commissionthereto.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 240 days of the Issue Date; Date (the “Consummation Deadline”), (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) is not eligible to participate in the 20th Business Day Registered Exchange Offer and such Holder notifies the Company within 90 days following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may such Holder does not resell receive freely tradeable Exchange Securities on the New Capital Securitiesdate of the exchange and any such Holder so requests within 90 days following consummation of the Registered Exchange Offer, the New Guarantee and Company shall take the New Junior Subordinated Debentures acquired by it in following actions (the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of the Issuer Trust, (date on which any of the events specified 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 "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event “Trigger Date"), the ”): (a) The Company and the Issuer Trust shall, at their its cost, as promptly as practicable (but in no event more than 30 days after the Trigger Date, such date being a “Shelf Filing Deadline,” each of the Exchange Filing Deadline and the Shelf Filing Deadline, a “Filing Deadline”) file with the Commission and thereafter shall use their respective best its reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be declared effective no earlier later than 75 180 days after the Closing Time)Trigger Date (such 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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities“Shelf Registration”); provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective best its 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period which that 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 restricted 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 efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 225 days of the Issue Date; Date (or, if such 225th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) is not eligible to participate in the 20th Business Day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may such Holder does not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the receive freely tradeable Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 on the date of occurrence thereof, the "Shelf Registration Event Date")exchange, the Company and shall take the Issuer Trust following actions: (a) The Company shall, at their its cost, as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use their respective its best efforts to cause to be filed as promptly as practicable after such declared effective a registration statement (the "Shelf Registration Event Date, as the case may be, Statement" and, in event, within 45 days after such Shelf together with the Exchange Offer Registration Event Date (which shall be no earlier than 75 days after the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities"Shelf Registration"); provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective best its 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 for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period which that 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 restricted 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 efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If (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 currently prevailing applicable interpretations of the staff of thereof by the Commission; 's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Company has received an opinion of counselRegistered Exchange Offer is not consummated within 180 days after the Issue Date, 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 or (xiii) the Issuer Trust would be subject to United States federal income tax any Initial Purchaser so requests with respect to income received Securities or accrued on Private Exchange Securities not eligible to be exchanged for Exchange Securities in 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 Registered Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day and held by it following the consummation of the Registered Exchange Offer that Offer, or (Aiv) it is prohibited by any applicable law or Commission policy from participating interpretations do not permit any Holder to participate in the Registered Exchange Offer, (Bv) it may any Holder that participates in the Registered Exchange Offer does not resell the New Capital receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) any Securities validly tendered pursuant to the New Guarantee and the New Junior Subordinated Debentures acquired by it Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the Registered Exchange Offer Offer, then the following provisions shall apply: (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 75 days after so required or requested pursuant to this Section 2) with the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or Commission (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 Filing Date"), the Company and the Issuer Trust shall, at their cost, thereafter shall use their respective its 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 event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time)declared effective, a Shelf Registration Statement providing for shelf 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 all distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Transfer Restricted Securities (other than the Registrable Securities, and Initial Purchasers) shall use their respective best efforts be entitled to have Transfer Restricted Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities (as defined below) for a period ending on the Rule 144(kearlier of (i) Period (subject to extension pursuant to two years from the last paragraph of Section 3 hereof) Issue Date or for such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the 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 Statement or cease to be outstanding (the "Effectiveness 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 Issuer Trust foregoing shall not permit any securities other than Registrable Securities apply to be included 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. The 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 and gives notice that the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder a reasonable number of Transfer Restricted Securities covered by such registration statement either receives the copies of the Prospectus which 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 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 Suspension Period. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission 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 contain an untrue statement 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 the any Shelf Registration Statement, notify each and any supplement to such Holder when 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 Shelf Registration has become effective and use their respective best efforts to take certain other actions as are required to permit certain unrestricted resales statements therein, in the light of the Registrable Securities. 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 shall not be permitted to discharge its obligations hereunder by means of the Issuer Trust further agree, if necessary, to supplement or amend the filing of a Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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.

Shelf Registration. In the event that: If (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 Issuers are not available because of any change in law or in currently prevailing interpretations of the staff of the Commission; (ii) the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, required 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) file the Exchange Offer Registration Statement or permitted to consummate the Exchange Offer as contemplated in Section 2.1 because the Exchange Offer is not declared effective within 180 days permitted by applicable law or by SEC rules or regulations or applicable interpretations thereof by the staff of the Issue Date; SEC or (ivii) upon notice from any Holder on or before of Transfer Restricted Securities (having a reasonable basis to do so) notifies the Issuers prior to the 20th Business Day day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission SEC policy from participating in the Exchange Offer, Offer or (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Securities acquired by it in the Exchange Offer to the public without delivering a prospectus Prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a brokerParticipating Broker-dealer Dealer and owns Capital Securities acquired directly from the Issuer Trust Issuers or an affiliate of the Issuer TrustIssuers, (any then in case of the events specified in each of clauses (i) through and (ivii) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust Issuers shall, at their cost, use : (a) Use their respective reasonable best efforts to cause file with the SEC on or prior to 45 days after the earlier of (x) the date on which the Issuers determine or receive notice from the SEC that the Exchange Offer Registration Statement cannot be filed as promptly as practicable after a result of clause (i) above and (y) the date on which the Issuers receive the notice specified in clause (ii) above, (such Shelf Registration Event Dateearlier date, as the 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 Closing Time"Filing Deadline"), a Shelf Registration Statement providing for relating to the offer and sale of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of all of distribution elected by the Registrable SecuritiesMajority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement, and shall use their respective reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 SEC on or prior to the Company and the Issuer Trust in writing, within 15 later of (x) 90 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 Filing Deadline 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 and (y) 150 days after 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 and the Issuer Trust agree to use Closing Date. (b) Use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (or nine months in the Rule 144(kcase of a Shelf Registration Statement relating only to Private Exchange Securities) Period (subject to extension pursuant to from the last paragraph of Section 3 hereof) date the Shelf Registration Statement is declared effective by the SEC, or for such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Transfer Restricted Securities (the "Effectiveness Period"). (c) Notwithstanding any other provisions hereof, use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any 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, in light of the circumstances under which they were made, not misleading. The Company and the Issuer Trust Issuers shall not permit any securities other than Registrable Transfer Restricted Securities to be included in the Shelf RegistrationRegistration Statement. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 Issuers further agree, if necessary, to supplement or amend the Shelf Registration Statement, if as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsSection 3(b) below, and the Company and the Issuer Trust agree to furnish to the Holders of Registrable Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the CommissionSEC.

Shelf Registration. In the event that: If (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 currently prevailing applicable interpretations of the staff of thereof by the Commission; 's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Company has received an opinion of counselRegistered Exchange Offer is not consummated within 180 days after the Issue Date, 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 or (xiii) the Issuer Trust would be subject to United States federal income tax any Initial Purchaser so requests 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 declared effective within 180 days of the Issue Date; Securities or (iv) upon notice from any applicable law or interpretations do not permit any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating to participate in the Registered Exchange Offer, or (Bv) it may any Holder that participates in the Registered Exchange Offer does not resell the New Capital receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the New Guarantee Company so elects, then the following provisions shall apply: (a) The Company and the New Junior Subordinated Debentures acquired by it Guarantors shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 20 business days after so required or requested pursuant to this Section 2) with the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or Commission (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 Filing Date"), the Company and the Issuer Trust shall, at their cost, thereafter shall use their respective best commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time)declared effective, a Shelf Registration Statement providing for shelf 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 all of the Registrable Securitiesdistribution set forth in such registration statement (hereafter, and shall use their respective best efforts to have such a "Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include Statement" and, together with any of its Registrable Securities in any Shelf Exchange Offer 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 and the Issuer Trust in writingStatement, 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. Statement"). (b) The Company and the Issuer Trust agree to Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the Rule 144(kearlier of (i) Period (subject to extension pursuant to two years from the last paragraph of Section 3 hereof) Issue Date or for such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the 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 Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust Guarantors shall be deemed not permit any securities other than Registrable Securities to be included in have used their reasonable best efforts to keep the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement effective during the requisite period if they voluntarily 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 declared effectiverequired by applicable law. (c) Notwithstanding any other provisions hereof, provide to each Holder a reasonable number of copies the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Prospectus which is Commission 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 contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of the any Shelf Registration Statement, notify each and any supplement to such Holder when 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 Shelf Registration has become effective and use their respective best efforts to take certain other actions as are required to permit certain unrestricted resales statements therein, in the light of the Registrable Securities. The Company and circumstances under which they were made, not misleading. (d) In the Issuer Trust further agreeabsence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree Guarantors shall not be permitted to furnish to discharge its obligations hereunder by means of the Holders filing of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the Commissiona Shelf Registration Statement.

Shelf Registration. In the event that: that (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, 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 it would violate any applicable law or applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason completed by June 30, 2003, (iii) after June 30, 2003, at the request of any change Holder with respect to any Registrable Securities held by it, if such Holder is not permitted, in the opinion of counsel for such Holder, pursuant to applicable law or in currently prevailing applicable interpretations of the staff of the Commission; SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws (ii) other than due solely to the status of such Holder as an Affiliate of the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, to the effect that, or as a result Participating Broker-Dealer) or (iv) in the case of any Holder (other than a Participating Broker-Dealer) that is eligible to participate in the consummation Exchange Offer, and properly tenders its Registrable Securities in accordance with the procedures 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 and such Holder does not receive freely tradeable Exchange Securities 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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")exchange and any such Holder so requests, the Company and the Issuer Trust shall, at their cost, shall use their respective its best efforts to cause to be filed as promptly soon as practicable after such Shelf Registration Event Datedetermination, date or request, as the case may be, and, be (but in event, within 45 no event more than 30 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Timedetermination, 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 all of the Registrable Securities, Section 3 hereof or under this paragraph) and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicableSEC. No Holder In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) or (iv) of the preceding sentence, the Company shall use its best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound held by all the Holders after completion of the provisions of this Agreement applicable to such 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 misleadingExchange Offer. The Company and the Issuer Trust agree agrees to use their respective its best efforts to keep the Shelf Registration Statement continuously effective for until the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding Registrable Securities (the "Shelf Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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, agrees to supplement or amend the Shelf Registration Statement, Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsregistration 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 best efforts to keep the Company and Shelf Registration Statement effective during the Issuer Trust agree to furnish to the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities copies covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any such amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or amendment promptly after its being used supplement, not to contain any untrue statement of a material fact or filed with omit to state a material fact required to be stated therein or necessary in order to make the Commissionstatements therein, in light of the circumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 315 days of the Issue Date; , (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) notifies the 20th Business Day Company in writing during the 20 business days following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may such Holder does not resell receive freely tradeable Exchange Securities on the New Capital Securitiesdate of the exchange, the New Guarantee and Company shall take the New Junior Subordinated Debentures acquired by it in following actions: (a) The Company shall, at its cost, as promptly as practicable, but not later than the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate later of the Issuer Trust, (any of the events specified in clauses (i) through 180 days (iv) being or if the 180th day is not a "Shelf Registration Event" and the date of occurrence thereofbusiness day, the "Shelf Registration Event Date")first business day thereafter) after such obligation arises and (ii) 270 days (or if the 270th day is not a business day, the Company first business day thereafter) after the Issue Date of the Initial Securities, file with the Commission and the Issuer Trust shall, at their cost, use their respective best its commercially reasonable efforts to cause to be filed as promptly as practicable after such declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Event Date, as the case may be, Statement” and, in event, within 45 days after such Shelf together with the Exchange Offer Registration Event Date (which shall be no earlier than 75 days after the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities“Shelf Registration”); provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective best its 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, for the Rule 144(k) Period a period of one year (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period which that will terminate upon the earlier of the date (i) when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant 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 restricted 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 or cease to be outstanding (the "Effectiveness Period")outstanding. The Company and shall be deemed not to have used its commercially reasonable efforts to keep the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a 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 declared effectiverequired by applicable law. (c) Notwithstanding any other provisions of this Agreement to the contrary, provide to each Holder a reasonable number of copies of the Prospectus which is a part of Company shall cause the Shelf Registration Statement, 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 Statement and the Issuer Trust further agreerelated prospectus and any amendment or supplement thereto, if necessaryas of its respective effective date, (i) to supplement or amend comply in all material respects with the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by requirements of the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: (a) If (i) due to any change in law, Commission policy or applicable interpretations thereof by the CompanyCommission’s staff, the Issuer Trust Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 360 days of the Closing Date; or (iii) any Holder, prior to the Majority Holders reasonably determine, after conferring with counsel, that effectiveness of the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or in currently prevailing interpretations of Statement, notifies the staff of the Commission; (ii) the 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 Issuers 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (Aa) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (Bb) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus Prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (Cc) it is a broker-dealer and owns Capital Securities notes acquired directly from the Issuer Trust Issuers or an affiliate of the Issuer TrustIssuers, the Issuers shall promptly deliver to the Holders and the Trustee written notice thereof (any of the events specified “Shelf Notice”) and shall file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in clauses 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) through the Issuers shall as promptly as practicable (iv) being but in no event later than 360 days after the Closing Date (or if such 360th day is not a "Shelf Registration Event" and the date of occurrence thereofBusiness Day, the "Shelf Registration Event Date"next succeeding Business Day), the Company and the Issuer Trust shall, at their cost, ) use their respective best commercially reasonable efforts to file with the Commission and shall use their commercially reasonable efforts to cause to be filed as promptly as practicable after declared effective under the Act within 90 days (or if such Shelf Registration Event Date90th day is not a Business Day, as the case may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days next succeeding Business Day) after the Closing Time)filing thereof with the Commission, a Shelf Registration Statement providing for relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of all of the Registrable Securitiesdistribution elected by such Holders and set forth in such Shelf Registration Statement; provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 Holder; and furnishes to the Company and the Issuer Trust in writingprovided further, 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 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 make the Exchange Offer Registration Statement containing the information previously furnished 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 Company by such Holder not materially misleading. provisions herein applicable to, a Shelf Registration Statement. (ii) The Company and the Issuer Trust agree to Issuers shall use their respective best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective for by the Rule 144(kCommission until the earliest of: (A) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) date upon which all the Securities or for such shorter period which will terminate when all of the Registrable Securities New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (B) one year from the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part effective date of the Shelf Registration StatementStatement (in any such case, notify each such Holder when the “Shelf Registration Period”). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration has become Statement 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 amend during the Shelf Registration StatementPeriod if they voluntarily 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 the Shelf Registration Period, if unless such action is (x) required by the rules, regulations applicable law or instructions applicable to the registration form used otherwise taken by the Company Issuers in good faith and for such valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Issuers 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 by the Securities Act such amendment or by any other rules and regulations thereunder for shelf registrationssupplement, and the Company and the Issuer Trust agree (A) to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed comply in all material respects with the Commissionapplicable requirements of the Act and (B) 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 case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 220 days of the Issue Date, (iii) any Initial Purchaser shall notify the Company following consummation of the Registered Exchange Offer that the Initial Securities (or the Private Exchange Securities) held by it are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer; or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) notifies the 20th Business Day following the consummation of the Exchange Offer Company in writing that (A) it is prohibited by law or Commission SEC policy from participating in the Registered Exchange Offer, (B) it Offer or may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus prospectus, and that 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 Capital Securities acquired directly from the 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")by it, the Company and shall take the Issuer Trust following actions: (a) The Company shall, at their its cost, use their respective best efforts to cause to be filed as promptly as practicable (but in no event more than 60 days after such so required or requested pursuant to this Section 2) file with the Commission a registration statement (the “Shelf Registration Event Date, as the case may be, Statement” and, in event, within 45 days after such Shelf together with the Exchange Offer Registration Event Date (which shall be no earlier than 75 days after the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities“Shelf Registration”); provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 Holder. (b) The Company shall (x) in the case of clause (i) above, use its reasonable best efforts 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 cause the Shelf Registration Statement to be declared effective under the Securities Act on or Prospectus included therein. Each Holder as prior to which any 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 is being effected agrees Statement to furnish be declared effective under the Securities Act on or prior to the Company and 60th day after the Issuer Trust all information with respect date on which the Shelf Registration Statement is required to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. be filed. (c) The Company and the Issuer Trust agree to shall use their respective 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period which that 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 restricted 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 or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (d) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsand (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, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) any Holder of Transfer Restricted Securities notifies the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, prior 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day business day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or policy of the Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales resale or (C) it that is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust Company or an affiliate of the Issuer TrustCompany, or (iii) the Initial Purchasers so request with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer, the Company shall take the following actions (the date on which any of the events specified conditions described in the foregoing clauses (i) through (iviii) occur, including in the case of clauses (iii) or (iii) the receipt of the required notice, being a "Shelf Registration Event" “Trigger Date”): (a) The Company shall promptly (but in no event more than 90 days after the Trigger Date (such 90th day being a “Filing Deadline”)) file with the Commission and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their cost, thereafter use their respective its best efforts to cause to be filed declared effective as promptly soon as practicable after such Shelf Registration Event Date, as the case may be, and, and in event, within 45 days after such Shelf Registration Event Date (which shall be any event no earlier later than 75 120 days after the Closing Time)Trigger Date (such 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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of “Shelf Registration”); provided, however, that no Holder (other than the Registrable Securities, and Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period which that 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 restricted 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 or cease otherwise permitted hereunder. (c) Notwithstanding any other provisions of this Agreement to be outstanding (the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrations, of the Commission and (ii) other than with respect to information included therein in reliance upon and in conformity with written information furnished to the Company and the Issuer Trust agree to furnish to the Holders of Registrable Securities copies by or on behalf of any such supplement Holder specifically for use therein (the “Holders’ Information”), not to contain any untrue statement of a material fact or amendment promptly after its being used omit to state a material fact required to be stated therein or filed with necessary in order to make the Commissionstatements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) Upon the receipt of a Purchaser Request requesting a Shelf Registration, the Company shall, within five (5) days of the receipt thereof, give written notice of such request to all Purchaser Holders (other than the Purchaser 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 Purchaser 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 persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in 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 alter its position, the Company shall, upon obtaining consent of the Holders of a majority of the Registrable Securities participating in the Shelf Registration, (i) remove from 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 currently prevailing interpretations Statement such portion of the staff of Registrable Securities (the Commission; “Cut Back Shares”) and/or (ii) agree 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 has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, shall have no liability to the effect that, any Holder as a result of the consummation Registration Statement covering less than all of the Exchange OfferRegistrable Securities under the circumstances described in this section. Within nine (9) months, there is more than or such earlier time as permitted by the SEC, of the initial registration filed hereunder being declared effective, the Company shall file an insubstantial risk that additional registration statement containing the Cut Back Shares. With regard to the new Registration Statement, all of the provisions of this Section 2 shall again be applicable to the Cut Back Shares. (xe) Notwithstanding the Issuer Trust would foregoing, the Company shall not be subject obligated to United States federal income tax with respect file a Registration Statement pursuant to income received or accrued this Section 2, (i) during the ninety (90) day period commencing on the Junior Subordinated Debentures or New Junior Subordinated Debentures, (y) interest payable 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 such Junior Subordinated Debentures Forms S-4 or New Junior Subordinated Debentures would not be deductible 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, in whole the Board has determined to file a registration statement relating to the public offering of its Common Stock or in part, for United States federal income tax purposes, securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within thirty (z30) 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 declared effective within 180 days of the Issue Date; Purchaser Request or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their cost, use their respective best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event DateRequest, as the case may be, andduring the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, in event, within 45 days after (B) a decision by the Company not to pursue effectiveness of such Shelf Registration Event Date registration statement or (which shall be no earlier than 75 C) ninety (90) days after the Closing Timefiling of such registration statement; provided, however, that in the case of clause (ii), a Shelf Registration Statement providing the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the sale 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. (f) Notwithstanding the foregoing, if the Company shall furnish to the applicable Holders a certificate signed by the Holders of all chief executive officer of the Registrable SecuritiesCompany stating that, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by in the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all good faith judgment of the provisions Board of this Agreement applicable to such Holder and furnishes 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 Issuer Trust Company shall have the right to suspend such effectiveness for a period of not more than sixty (60) days in writing, within 15 days the aggregate after receipt of a request thereforthe Purchaser Request or Registration Request, such information as the Company and the Issuer Trust maycase may be; provided, after conferring with counsel with regard to information relating to Holders however, 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 may not materially misleading. The Company and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(kutilize this right more than twice in any twelve (12) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Commissionmonth period.

Shelf Registration. In the event that: that (i) the CompanyCorporation, 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 under applicable law or in and regulations and currently prevailing interpretations of the staff of the Commission; SEC, (ii) the Company has received an opinion of counsel, rendered by Corporation shall determine in good faith that there is a law firm having a recognized national tax practice, to the effect reasonable likelihood that, or a material uncertainty exists as a result of the to whether, consummation of the Exchange Offer, there is more than an insubstantial risk that Offer would result in (x) the Issuer Trust would be becoming subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Debentures or New Junior Subordinated the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Company Corporation on such Junior Subordinated the Debentures or New Junior Subordinated Debentures would not be being deductible by the Company, in whole or in part, Corporation for United States federal income tax purposes, purposes or (z) the Issuer Trust would be becoming subject to more than a de minimis amount of other taxes, duties or other governmental charges; , (iii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date; Date or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation request of the Exchange Offer that (A) it Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is prohibited by not permitted, in the opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, pursuant to applicable law or Commission policy from participating in applicable interpretations of the Exchange Offerstaff of the SEC, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it to participate in the Exchange Offer to and thereby receive securities that are freely tradeable without restriction under the public without delivering a prospectus Securities Act and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate applicable blue sky or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of the Issuer Trust, state securities laws (any of the events specified in clauses (i) through (ivi)-(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 Company Exchange Offer contemplated by Section 2(a), as the case may be, the Corporation and the Issuer Trust shall, at their cost, shall use their respective best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing TimeIssue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective its best efforts to have such Shelf Registration Statement declared effective by the Commission SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 Corporation and the Issuer Trust in writing, within 15 days after receipt of a request therefor, such information as the Company Corporation and the Issuer Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the 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 Corporation and the Issuer Trust all information with respect to such Holder necessary to make the information previously furnished to the Company Corporation by such Holder not materially misleading. The Company Corporation and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (a) the 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 the case of a Shelf Registration Statement filed pursuant to Section 2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof) ), or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company Corporation and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in In the event a Shelf Registration Statement is declared effective, the 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, Statement and notify each such Holder when the Shelf Registration has become effective effective. The Corporation and the Trust will use their respective best efforts to take certain such other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company Corporation and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company Corporation for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company Corporation 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 CommissionSEC.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Company has received an opinion of counselRegistered Exchange Offer is not consummated by the Target Date, rendered by a law firm having a recognized national tax practice, (iii) any Initial Purchaser so requests with respect to the effect that, as a result of Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following 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 Registered Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, or (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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")prospectus, the Company and shall take the Issuer Trust following actions: (a) The Company shall, at their its cost, as promptly as practicable file with the Commission and thereafter shall use their respective its reasonable best efforts to cause to be filed as promptly as practicable after such declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Event Date, as the case may be, Statement” and, in event, within 45 days after such Shelf together with the Exchange Offer Registration Event Date (which shall be no earlier than 75 days after the Closing Time)Statement, a Shelf “Registration Statement providing for 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 (x) in the case of all clause (i) above, on or prior to the 335th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on or prior to the Registrable Securities, and shall use their respective best efforts to have 90th day after the date on which such Shelf Registration Statement declared effective by is required to be filed, in each case in accordance with the Commission as soon as practicable. No 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 of Registrable Securities (other than an Initial Purchaser) shall be entitled to include any of its Registrable have the Securities in any held by it covered by such Shelf Registration pursuant to this Agreement Statement 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective for in order to permit the Rule 144(k) Period (subject prospectus included therein to extension pursuant to be lawfully delivered by the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all Holders of the Registrable relevant Securities, until the earlier of (x) one year from the date such Shelf Registration Statement is first declared effective and (y) the date on which all the Securities covered by registered under the Shelf Registration Statement have been sold pursuant disposed of in accordance therewith (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 (i) such action is required by applicable law or cease (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable. (c) Notwithstanding any other provisions of this Agreement to be outstanding (the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In To the extent not prohibited by any law or applicable SEC policy, in the event that: 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 currently prevailing interpretations of the staff of the Commission; (ii) the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, permitted 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) file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Exchange Offer is not for any other reason declared effective under the Securities Act by the SEC within 180 days of after the Issue Date; or Closing Time, (iviii) upon notice from any Holder on or before of Securities notifies the 20th Business Day following Issuer within 30 days after the consummation commencement of the Exchange Offer that (A1) due to a change in law or SEC policy it is prohibited by law or Commission policy from participating not entitled to participate in the Exchange Offer, (B2) due to a change in law or SEC policy it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus Prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (C3) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of the Issuer TrustIssuer, 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 the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their the Issuer’s cost, use their respective best efforts to cause to be filed file as promptly as practicable after such Shelf Registration Event Datedetermination or date, as the case may be, and, in any event, within 45 prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such Shelf filing obligation arises (provided, however, that if the Exchange Offer Registration Event Date (which shall be no earlier than 75 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), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable SecuritiesSecurities affected thereby, and and, to the extent not declared effective automatically by the SEC, shall use their respective its reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission SEC as soon as practicablepracticable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities shall be entitled to may include any of its Registrable Securities 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 and the Issuer Trust in writing, within 15 10 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 SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the 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 Issuer Trust all information with respect to such Holder necessary to make the any information previously furnished to the Company Issuer by such Holder not materially misleading. The Company and the Issuer Trust agree agrees to use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended for a period of six months from the Rule 144(k) Period Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of (the Registrable Securities covered by “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period")effective, supplemented and amended for a period of 60 days. The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 agreeagrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree 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 CommissionSEC. 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 exceed $5,000,000.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of Staff, the Commission; Company determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof, (ii) for any other reason the 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 Registered Exchange Offer, there Offer 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 not completed by the Company on such Junior Subordinated Debentures or New Junior Subordinated Debentures would not be deductible by the CompanyRegistered Exchange Offer Completion Deadline, 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) any Holder informs the Exchange Offer Registration Statement Company prior to the day that is not declared effective within 180 20 days following the completion of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Registered Exchange Offer that (A) it is was prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Registered Exchange Offer (other than due solely to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for status of such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or Holder as an affiliate of the Issuer Trust, (any Company within the meaning of the events specified in clauses Securities Act) (i) through a “Shelf Request”), or (iv) in the case of any Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradable Exchange Securities in exchange for tendered Securities, other than by reason of such Holder being a "Shelf Registration Event" and an affiliate of the date Company within the meaning of occurrence thereofthe Securities Act (it being understood that, for purposes of this Section 3, the "Shelf Registration Event Date"requirement that an Exchanging Dealer deliver a Prospectus in connection with resales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market making activities or other trading activities shall not result in such Exchange Securities being not “freely tradable”), the following provisions shall apply: (a) The Company shall use commercially reasonable efforts to file with the Commission and the Issuer Trust shall, at their cost, thereafter use their respective best commercially reasonable efforts to cause to be filed declared effective under the Securities Act a Shelf Registration Statement by the Registered Exchange Offer Completion Deadline, or shall, if permitted by Rule 430B under the Securities Act, otherwise designate an existing effective registration statement with the Commission for use by the Holders as promptly a Shelf Registration Statement, relating to the offer and sale of the Securities or the Exchange Securities, as practicable after applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Event DateStatement, and any such existing registration statement, as the case may beso designated, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after referred to herein as, and governed by the Closing Time)provisions herein applicable to, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and Statement. (b) The Company shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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 and the Issuer Trust agree to use their respective best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for in order to permit the Rule 144(k) Period (subject Prospectus forming part thereof to extension pursuant to be usable by Holders until the last paragraph earlier of Section 3 hereof) or for such shorter period which will terminate when all two years from the date of the Registrable Securities covered by effectiveness of the Shelf Registration Statement and the date that the Securities cease to be Registrable Securities (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have been sold pursuant used commercially reasonable efforts to keep the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of effective during the Shelf Registration StatementPeriod 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, notify each unless (i) 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 amend the Shelf Registration Statement, if action is required by the rules, regulations applicable law or instructions applicable to the registration form used (ii) such action is taken by the Company in good faith and for such Shelf Registration Statement valid business reasons (not including avoidance of the Company’s obligation hereunder), including the acquisition or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsdivestiture of assets, and so long as 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 thereafter complies with the Commissionrequirements of Section 4(k) hereof, if applicable.

Shelf Registration. In the event that: (i) the CompanyIf, because (A) the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that is not required to file the Exchange Offer Registration provided in Section 2(aStatement or (B) above is not available because of any change changes in law law, SEC rules or in currently prevailing regulations or applicable interpretations of thereof by the staff of the Commission; SEC, the Issuer is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) the 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, if for United States federal income tax purposes, or (z) the Issuer Trust would be subject to more than a de minimis amount of any other taxes, duties or other governmental charges; (iii) reason the Exchange Offer Registration Statement is not declared effective within 180 210 days of the Issue Date; 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 30 business days (or longer, if required by the federal securities laws) after the date on which the Exchange Offer Registration Statement was declared effective by the SEC or (iviii) upon notice from any if a Holder on or before notifies the Issuer and the Guarantor prior to the 20th Business Day day following the consummation of the Exchange Offer that it (A) it is prohibited by law or Commission policy from participating not permitted to participate in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities notes acquired directly from the Issuer Trust or an affiliate of the Issuer, then in case of each of clauses (i) through (iii) the Issuer Trustand the Guarantor shall, at the Issuer’s cost: (a) Use all commercially reasonable efforts to file, as promptly as practicable but no later than 45 days after any of the events specified circumstances in clauses (i) through (iviii) above being satisfied, with the SEC a "Shelf Registration Event" Statement relating to the offer and sale of the date Transfer Restricted Securities by the Holders from time to time in accordance with the methods of occurrence thereof, distribution elected by the "Majority Holders participating in the Shelf Registration Event Date")and set forth in such Shelf Registration Statement, the Company and the Issuer Trust shall, at their cost, thereafter shall use their respective best all commercially reasonable efforts to cause to be filed declared effective, as promptly as practicable but no later than 90 days after such date described above, such Shelf Registration Event Date, as the case may be, and, in event, within 45 days after such Shelf Registration Event Date Statement. (which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of b) Use all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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 and the Issuer Trust agree to use their respective best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the Rule 144(k) Period date the Shelf Registration Statement is declared effective by the SEC (subject to extension pursuant to the last paragraph of Section 3 hereof) 3(e)), or for such shorter period which that will terminate when all of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Transfer Restricted Securities (the "“Effectiveness Period"”). The Company and ; provided, however, that the Issuer Trust shall not permit any securities other than Registrable Securities to be included Effectiveness Period in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part respect of the Shelf Registration Statement, notify each such Holder when Statement shall be extended to the Shelf Registration has become effective and use their respective best efforts to take certain other actions as are extent required to permit certain unrestricted resales 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 hereof, use all commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any 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, in light of the Registrable Securitiescircumstances under which they were made, not misleading. The Company Issuer and the Issuer Trust further Guarantor agree, if necessary, to supplement or amend the Shelf Registration Statement, if as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsSection 3(b) below, and the Company and the Issuer Trust agree to furnish to the Holders of Registrable Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the CommissionSEC.

Shelf Registration. In the event that: If (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 2(a6(b) above is not available because of any change in law hereof) or in currently prevailing interpretations of the staff of the Commission; (ii) if any Holder of Transfer Restricted Securities shall notify the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, prior 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day business day following the consummation Consummation of the Exchange Offer that (A) it is such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer, Offer or (B) it such Holder may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it such Holder is a brokerBroker-dealer Dealer and owns Capital Securities holds Notes acquired directly from the Issuer Trust Company or an affiliate of the Issuer Trust, (any of its Affiliates, then the events specified in clauses Company and the Guarantors shall: (I) use their commercially reasonable best efforts to file, or cause to be filed, on or prior to 60 days after the earlier of (i) through (iv) being a "Shelf Registration Event" and the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of occurrence thereofclause (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 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 Event DateStatement 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 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 Statement shall be deemed to satisfy the requirements of clause (I) above; provided that, in such event, the Company and the Issuer Trust shall, at their cost, use their respective best efforts Guarantors shall remain obligated to cause meet the Effectiveness Deadline set forth in clause (II) above. To the extent necessary to be filed as promptly as practicable after such Shelf Registration Event Date, as ensure that the 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 Closing Time), a Shelf Registration Statement providing is available for the sale sales of Transfer Restricted Securities by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be thereof entitled to include any the benefit of its Registrable Securities in any Shelf Registration this Section 4(a) and the other securities required to be registered therein 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 Section 6(b)(ii) hereof, 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 and the Issuer Trust agree to Guarantors shall use their respective commercially reasonable best efforts to keep the any Shelf Registration Statement required by this Section 4(a) continuously effective for the Rule 144(k) Period (effective, supplemented, amended and current as required by and subject to extension 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, for a period of at least two years (as extended pursuant to the last paragraph of Section 3 6(c)(i) hereof) following the Closing Date, or for such shorter period which as will terminate when all of the Registrable Transfer Restricted Securities covered by the such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Commissionthereto.

Shelf Registration. In the event that: (i) the CompanyIf, 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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) the 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 if for any other reason (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; (iiiA) the Exchange Offer Registration Statement is not declared effective within 180 270 days following the Issue Date or (B) the Exchange Offer is not consummated within 45 days after effectiveness of the Issue Date; Exchange Offer Registration Statement (provided that if the Exchange Offer Registration Statement shall be declared effective after such 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 holding Notes under the circumstances referred to in clause (iv) below) is not eligible to participate in the Exchange Offer under applicable law or applicable interpretations of the 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 notice from the request of any Holder on or before Initial Purchaser prior to the 20th Business Day 90th day following the consummation of the Exchange Offer that (A) it 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 in applicable interpretations of the Exchange Offerstaff of the Commission, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it to participate in the Exchange Offer to and thereby receive securities that are freely tradeable without restriction under the public without delivering a prospectus Securities Act and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate securities or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate blue sky laws of any state of the Issuer Trust, United States or other jurisdiction (any of the events specified in clauses (i), (ii), (iii) through or (iv) being herein referred to as a "Shelf Registration Event" and the date of occurrence thereof, the thereof being herein referred to as a "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their its cost: (A) as promptly as practicable, but no later than (a) the 270th day after the Issue Date or (b) the 60th day after any such filing obligation arises, whichever is later, file with the Commission a Shelf Registration Statement relating to the resale of the Registrable Notes by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Notes and set forth in such Shelf Registration Statement; (B) use their respective its 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 event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement to be declared effective by the Commission as soon 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 Private Exchange Notes (if any) and a Shelf Registration Statement with respect to resales of Registrable Notes held by the related Holder or Initial Purchaser, as applicable; (C) use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after the Issue Date (subject to extension pursuant to the last paragraph of Section 3) or, if earlier, until all of the Registrable Notes covered by such Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, (ii) become eligible for resale pursuant to Rule 144(k) under the 1933 Act or (iii) cease to be Registrable Notes (the "Effectiveness Period"); and (D) notwithstanding any other provisions hereof, use its reasonable best efforts to ensure that (i) the Shelf Registration Statement and each amendment thereto (if any) and the Prospectus forming a part thereof and each amendment or supplement thereto comply in all material respects with the Securities Act, (ii) neither the Shelf Registration Statement nor any amendment thereto, when it becomes effective, contains an untrue statement of a material fact or 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 Securities Notes shall be entitled to include any of its Registrable Securities 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 and the Issuer Trust in writing, within 15 days 5 Business 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 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 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 and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities Notes to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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.

Shelf Registration. In To the extent not prohibited by any law or applicable SEC policy, in the event that: 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 currently prevailing interpretations of the staff of the Commission; (ii) the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, permitted 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) file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Exchange Offer is not for any other reason declared effective under the Securities Act by the SEC within 180 days of after the Issue Date; or Closing Time, (iviii) upon notice from any Holder on or before of Securities notifies the 20th Business Day following Issuer within 30 days after the consummation commencement of the Exchange Offer that (A1) due to a change in law or SEC policy it is prohibited by law or Commission policy from participating not entitled to participate in the Exchange Offer, (B2) due to a change in law or SEC policy it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus Prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (C3) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of the Issuer TrustIssuer, 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 the events specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their the Issuer’s cost, use their respective best efforts to cause to be filed file as promptly as practicable after such Shelf Registration Event Datedetermination or date, as the case may be, and, in any event, within 45 prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such Shelf filing obligation arises (provided, however, that if the Exchange Offer Registration Event Date (which shall be no earlier than 75 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), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable SecuritiesSecurities affected thereby, and and, to the extent not declared effective automatically by the SEC, shall use their respective its reasonable best efforts to have cause such Shelf Registration Statement to be declared effective by the Commission SEC as soon as practicablepracticable and, in any event, on or prior to 90 days after the obligation to file the Shelf Registration Statement arises (in the case of (B) above). No Holder of Registrable Securities shall be entitled to may include any of its Registrable Securities 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 and the Issuer Trust in writing, within 15 10 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 SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in the 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 Issuer Trust all information with respect to such Holder necessary to make the any information previously furnished to the Company Issuer by such Holder not materially misleading. The Company and the Issuer Trust agree agrees to use their respective its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended for a period of six months from the Rule 144(k) Period Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of (the Registrable Securities covered by “Effectiveness Period”), provided, however, that with respect to the Private Exchange Notes, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period")effective, supplemented and amended for a period of 60 days. The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 agreeagrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree 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 CommissionSEC. 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 exceed $5,000,000.

Shelf Registration. In the event that: If (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 Company is not available because of any change in law or in currently prevailing interpretations of the staff of the Commission; (ii) the Company has received an opinion of counsel, rendered by a law firm having a recognized national tax practice, permitted 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) file ------------------ the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not declared effective permitted by applicable law or SEC policy; (ii) for any other reason, the Exchange Offer is not consummated (as defined in Section 2(a)) within 180 days of after the Original Issue Date; or (iviii) upon notice from any Holder on or before of Notes notifies the Company prior to the 20th Business Day day following the consummation of the Exchange Offer that (Aa) it is prohibited by due to a change in law or Commission SEC policy from participating such Holder is not entitled to participate in the Exchange Offer, (Bb) it due to a change in law or SEC policy such Holder may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (Cc) it such Holder is a broker-dealer and owns Capital Securities Notes acquired directly from the Issuer Trust Company or an affiliate of the Issuer Trust, Company; or (any iv) the Holders of a majority in aggregate principal amount of the events 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, at its cost: (A) use its best efforts to file with the SEC, on or prior to the 90/th/ day following the occurrence of any event specified in clauses (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), the Company and the Issuer Trust shall, at their cost, use their respective best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time)above, a Shelf Registration Statement providing for relating to the offer and sale of the Transfer Restricted Notes by the Holders from time to time in accordance with the methods of all distribution elected by the Majority Holders of the Registrable Securitiessuch 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 arises because the Exchange Offer has not been consummated within 180 days after the Original Issue Date, then the Company will use its best efforts to file the Shelf Registration Statement 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 their respective its best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf SEC both an Exchange Offer Registration Statement pursuant to this Agreement unless Section 2(a) with respect to all Transfer Restricted Notes that are eligible to participate in the Exchange Offer 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 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 (which may be a combined Registration Statement or Prospectus included therein. Each Holder as to which any Shelf with the Exchange Offer Registration is being effected agrees to furnish to the Company and the Issuer Trust all information Statement) with respect to such Holder necessary to make the information previously furnished to the Company offers and sales of Transfer Restricted Notes held by such Holder not materially misleading. The Company and after completion of the Issuer Trust agree to Exchange Offer; (B) use their respective its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after its effective date (or until one year after the Rule 144(k) Period (subject to extension effective date of the Shelf Registration Statement if such Shelf Registration Statement is filed pursuant to the last paragraph of Section 3 hereofclause (iv) above) or for such shorter period which will terminate when all of the Registrable Securities Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease Statement; and (C) notwithstanding any other provisions hereof, use its best efforts to be outstanding ensure that (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit i) any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, provide contain an untrue statement of a material fact or omit to each Holder state a reasonable number of copies of material fact required to be stated therein or necessary to make the statements therein not misleading, and (iii) any Prospectus which is a forming part of the any Shelf Registration Statement, notify each and any supplement to such Holder when 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 Shelf Registration has become effective and use their respective best efforts to take certain other actions as are required to permit certain unrestricted resales statements therein, in light of the Registrable Securitiescircumstances under which they were made, not misleading. The Company and the Issuer Trust further agreeagrees, if necessary, to supplement or amend the Shelf Registration Statement, Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by the rulesSection 3(b) below, regulations or instructions applicable to the registration form used by the Company for use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement or by the Securities Act or by any other rules to become usable as soon as reasonably practicable thereafter and regulations thereunder for shelf registrations, and the Company and the Issuer Trust agree to furnish to the Holders of Registrable Securities Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the CommissionSEC.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Company has received an opinion of counselRegistered Exchange Offer is not consummated by November 12, rendered by 2017 (or, if such date is not a law firm having a recognized national tax practicebusiness day, the first business day thereafter), (iii) any Initial Purchaser so requests with respect to the effect that, as a result of Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer by law or policy of the Commission or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, there is such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and if any such Holder so requests, the Company shall take the following actions: (a) The Company shall, at its cost, promptly (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective (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 insubstantial risk 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 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of the Issuer Trust, (any occurrence of the events specified in clauses clause (i) through (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date")this Section 2, the Company and the Issuer Trust shall, at their cost, use their respective best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best its commercially reasonable efforts to have such Shelf Registration Statement declared effective by on or prior to the Commission as soon as practicable. No 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 of Registrable Securities (other than an Initial Purchaser) shall be entitled to include any of its Registrable have the Securities in any held by it covered by such Shelf Registration pursuant to this Agreement Statement 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective best its 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) 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 which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer, there Offer 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 not consummated by the Company on such Junior Subordinated Debentures 340th day after the Issue Date (or New Junior Subordinated Debentures would if the 340th day is not be deductible by a business day, the Companyfirst business day thereafter), 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 declared effective any Initial Purchaser so requests within 180 10 business days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Registered Exchange Offer with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer 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 the Registered Exchange Offer that (A) it such Holder is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, (B) it Offer or such Holder may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) it such Holder is a broker-dealer and owns Capital holds Initial Securities acquired directly that are part of an unsold allotment from the Issuer Trust or an affiliate original sale of the Issuer TrustInitial Securities, the Company and the Guarantors shall take the following actions (the date on which any of the events specified 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 "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event “Trigger Date"), the ”): (a) The Company and the Issuer Trust Guarantors shall, at their cost, promptly, but in no event more than 240 days after the 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 Filing Deadline, each, a “Filing Deadline”), file with the Commission and thereafter (i) in the case of Section 2(i) above, use their respective best commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as 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 may beof Section 2(ii) through 2(iv) above, and, in event, within 45 days after such Shelf Registration Event Date use their commercially reasonable efforts to cause to be declared effective (which shall be no earlier than 75 days unless it becomes effective automatically upon filing) on or prior to the 90th day after the Closing Time), a Shelf Registration Statement providing for Filing Deadline (each of such days 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 (as defined in Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of all of distribution set forth in the Registrable SecuritiesShelf Registration Statement and Rule 415 under the Securities Act (hereinafter, and the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 Holder; provided further that in no event shall 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 file the Shelf Registration Statement or Prospectus included therein. Each Holder as to which any have such Shelf Registration is being effected agrees to furnish Statement declared effective prior to the Company and applicable deadlines for 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. Exchange Offer Registration Statement. (b) The Company and the Issuer Trust agree to Guarantors shall use their respective best 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, for the Rule 144(k) Period a period of one year (subject to extension pursuant to the last paragraph of Section 3 hereof) 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 which that will terminate (i) when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to 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 or cease (except for Securities held by an affiliate of the Company) are no longer subject to be outstanding any restrictions on transfer under the Securities Act including those pursuant to Rule 144 (the "Effectiveness “Shelf Registration Period"”). The Except as provided elsewhere in this Agreement, the Company and the Issuer Trust Guarantors shall be deemed not permit any securities other than Registrable Securities to be included in have used their commercially reasonable efforts to keep the Shelf Registration. The Registration Statement effective during the requisite period if they voluntarily 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. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company and the Issuer Trust will, in Guarantors shall cause the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer Registration Statement is not declared effective consummated within 180 540 days of the Issue Date; Date (or if the 540th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) upon notice from any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions: (a) The Company shall, at its cost, as promptly as practicable (but in no event more than 30 days after so required or before the 20th Business Day following the consummation of requested pursuant to this Section 2) (such 30th day being a “Shelf Registration Statement Filing Deadline,” together with the Exchange Offer that Filing Deadline, each, a “Filing Deadline”) file with the Commission and thereafter (Ax) it is prohibited by law or Commission policy from participating in the Exchange Offer, (Bcase of Section 2(i) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company and the Issuer Trust shall, at their costabove, use their respective its reasonable best efforts to cause to be filed as promptly as practicable declared effective on or prior to the 510th day after such Shelf Registration Event Date, as the Issue Date or (y) in the case may beof Section 2(ii), and(iii) or (iv) above, in event, within 45 days after such Shelf Registration Event Date use its reasonable best efforts to cause to be declared effective (which shall be no earlier than 75 days unless it becomes effective automatically upon filing) on or prior to the 60th day after the Closing Time), a Shelf Registration Statement providing for 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 all of distribution set forth in the Registrable SecuritiesShelf Registration Statement and Rule 415 under the Securities Act (hereinafter, and the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto (the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: (a) If (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 due to any change in law or in currently prevailing applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its counsel (who may be an employee of the staff of Company or Ford Motor Company) that it is not permitted to effect the Commission; Registered Exchange Offer as contemplated by Section 2 hereof, (ii) for any other reason the 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 Registered Exchange Offer Registration Statement is required to be consummated and is not declared effective consummated within 180 220 days of the Issue Date; , or (iviii) upon notice from any if a Holder on is not permitted to participate in the Registered Exchange Offer or before does not receive fully tradeable Exchange Notes pursuant to a Registered Exchange Offer, the 20th Business Day following Company shall effect a Shelf Registration in accordance with subsection (b) below; provided, however, that the consummation obligations of the Exchange Offer Company under this Section 3 shall terminate with respect to any New Note that ceases to be a Registrable Security in accordance with the definition of “Registrable Securities.” (i) The Company shall as promptly as practicable (but in no event later than the later of (A) it the 45th day after the determination referred to in Section 3(a)(i) is prohibited by law or Commission policy from participating made (but in no event earlier than the Exchange Offer, 90th day after the Issue Date) and (B) it may not resell 265 days after the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 Issue Date"), file with the Company Commission and the Issuer Trust shall, at their cost, thereafter shall use their respective best its commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the 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 Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best efforts to have such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder under the Act within 90 days after the date of such filing of a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided that if at any time the Company is a “well-known seasoned issuer” (as defined in Rule 405 under the Act) and are eligible to file an “automatic shelf registration statement” (as defined in Rule 405 under the Act), then the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405; provided, further, however, that no Holder shall be entitled to include any of its have the Registrable Securities in any held by it covered by such Shelf Registration pursuant to this Agreement Statement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder Holder; and furnishes provided further that with respect 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 thereinrequired pursuant to clause (ii) of Section 3(a), 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 consummation of a Registered Exchange Offer shall relieve the Company and the Issuer Trust all information with of its obligations under this Section 3(b) but only in respect to of its obligations under such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. clause (ii) of Section 3(a). (ii) The Company and the Issuer Trust agree to shall use their respective best its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period of one year from the date the Shelf Registration Statement becomes or is declared effective for by the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) SEC or for such shorter period which that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) cease to be outstanding Registrable Securities (in any such case, such period being called the "Effectiveness “Shelf Registration Period"”). The Company and shall be deemed not to have used its commercially reasonable efforts to keep the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless (A) such action is declared effective, provide to each Holder a reasonable number of copies required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable. (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus which is a part and any amendment or supplement thereto, as of the effective date of the Shelf Registration StatementStatement or such amendment or supplement, notify each such Holder when (A) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company Act and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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; and (B) 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 case of a Prospectus contained therein, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. In the event that: (a) If (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 due to any change in law or in currently prevailing applicable interpretations of the staff of thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) the 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 any other taxes, duties or other governmental charges; (iii) reason the Exchange Offer Registration Statement is not declared effective within 180 270 days of the Issue DateClosing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 30 Business Days after the Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) upon notice from any Holder on or before notifies the 20th Business Day following the consummation of the Exchange Offer Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, ; (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales resales; or (C) it is a brokerBroker-dealer Dealer and owns Capital Securities acquired directly from the Issuer Trust Company or an affiliate Affiliate of the Issuer TrustCompany, (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"), then the Company and the Issuer Trust shall, at their cost, Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, if later, 150 days after the Closing Date) and shall use their respective reasonable best efforts to cause to be filed as promptly as practicable after declared effective under the Act within 75 days of such Shelf Registration Event Datefiling (or, as the case may beif later, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 270 days after the Closing TimeDate), pursuant to subsection (a) of this Section 3, a Shelf Registration Statement providing for relating to the offer and sale of the Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of all of the Registrable Securitiesdistribution elected by such Holders and set forth in such Shelf Registration Statement; provided, and however, that no Holder shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall or be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement use a Prospectus forming a part thereof 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 has returned to the Company a completed and signed selling security holder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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 Guarantors may, after conferring with counsel with regard if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information relating to Holders that would be 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 Commission to be included in such provisions herein applicable to, a 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. Statement. (ii) The Company and the Issuer Trust agree to Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective for by the Rule 144(kCommission until the first to occur of (A) Period the second anniversary thereof or (subject to extension pursuant to B) the last paragraph of Section 3 hereof) date upon which all the Securities or for such shorter period which will terminate when all of the Registrable Securities Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding outstanding. (iii) Subject to the "Effectiveness Period"). The provisions of Section 4 hereof, the Company and the Issuer Trust Guarantors shall not permit any securities other than Registrable Securities to be included in cause the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related Prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration StatementStatement or such amendment or supplement, notify each such Holder when (A) to comply as to form in all material respects with the Shelf Registration has become effective applicable requirements of the Act; and use their respective best efforts (B) not to take certain other actions as are contain any untrue statement of a material fact or omit to state a material fact required to permit certain unrestricted resales be stated therein or necessary in order to make the statements therein (in the case of the Registrable Securities. The Company and Prospectus, in the Issuer Trust further agree, if necessary, to supplement or amend light of the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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 Commissioncircumstances under which they were made) not misleading.

Shelf Registration. In the event that: (a) If (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 due to any change in law or in currently prevailing applicable interpretations of the staff of thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) the Company Registered Exchange Offer has received an opinion of counsel, rendered not been consummated 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 declared effective within 180 days of the Issue Date; or (iviii) upon notice from any Holder on or before notifies the 20th Business Day Company within 30 days following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, ; (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales resales; or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust Company or an affiliate of the Issuer TrustCompany, (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"), then the Company and the Issuer Trust shall, at their cost, Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) The Company and the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises, but in no event earlier than the 210th calendar day after the Closing Date, and shall use their respective reasonable best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as declared effective under the case may be, and, in event, Act within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time)of such filing, pursuant to subsection (a) of this Section 3, a Shelf Registration Statement providing for relating to the offer and sale of the Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of all of the Registrable Securitiesdistribution elected by such Holders and set forth in such Shelf Registration Statement; provided, and however, that no Holder shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall or be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement use a Prospectus forming a part thereof 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 has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the 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 an unsold allotment, 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 Guarantors may, after conferring with counsel with regard if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information relating to Holders that would be required by the Commission to be included Item 507 or 508 of Regulation S-K, as applicable, 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 satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company herein as, and the Issuer Trust agree to use their respective best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered governed by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust willprovisions herein applicable to, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the 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.

Shelf Registration. In the event that: (a) If (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 due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon the advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 270 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in currently prevailing interpretations the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer under applicable law or applicable policies of the Commission; or (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer does not receive freely tradeable New Securities on the date of the exchange for validly tendered (and not withdrawn) Transfer Restricted Securities, the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below (the 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"): (i) To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission; (ii) the 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 declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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"), the Company shall as promptly as practicable (but in no event more than 50 days after the Trigger Date), prepare and file with the Issuer Trust shall, at their cost, Commission and thereafter shall use their respective its best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as declared effective under the 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 Closing Time), Act a Shelf Registration Statement providing for 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 all of the Registrable Securitiesdistribution elected by such Holders and set forth in such Shelf Registration Statement; provided, and however, that no Holder (other than an Initial Purchaser) shall use their respective best efforts be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 Holder; and furnishes to the Company and the Issuer Trust in writingprovided further, 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 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 make the Exchange Offer Registration Statement containing the information previously furnished 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 Company by such Holder not materially misleading. provisions herein applicable to, a Shelf Registration Statement. (ii) The Company and the Issuer Trust agree to shall use their respective its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective for by the Rule 144(k) Period Commission (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 4(j)) or such shorter period which that will terminate when all of the Registrable Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (in any such case, such period being called the "Effectiveness Shelf Registration Period"). The Company and shall be deemed not to have used its best efforts to keep the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a 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 declared effectiverequired by applicable law. (iii) Notwithstanding any other provisions of this Agreement to the contrary, provide to each Holder a reasonable number of copies the Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company Act and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: (a) If, (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 currently prevailing applicable interpretations of thereof by the staff of the Commission; , the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the 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 Registered Exchange Offer is not consummated within 400 days of the consummation Issue Date and (iii) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, there is such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions: (A) The Company shall, at its cost, as promptly as practicable (but in no event more than an insubstantial risk that 30 days after so required or requested pursuant to this Section 2) file with the Commission a registration statement (x) the Issuer Trust would be subject to United States federal income tax “Shelf Registration Statement” and, together 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 declared effective within 180 days Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Issue DateTransfer 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”); or (iv) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer provided, however, that (A1) it is prohibited by law or Commission policy from participating in the Exchange Offer, case contemplated by clause (Ba)(i) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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")this Section, the Company and the Issuer Trust shall, at their cost, shall use their respective 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 as promptly as practicable after such Shelf Registration Event Date(unless it becomes effective automatically upon filing), as provided, further, that no Holder (other than the case may be, and, in event, within 45 days after such Shelf Registration Event Date (which Initial Purchaser) shall be no earlier than 75 days after the Closing Time), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use their respective best efforts entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (B) The Company and the Issuer Trust agree to shall use their respective 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period which that 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 restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). (C) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Company and the Issuer Trust shall not permit related prospectus and any securities other than Registrable Securities amendment or supplement thereto, as of its respective effective date, (i) to be included comply in all material respects with the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number applicable requirements of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and 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 amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If, (i) the Company, the Issuer Trust or the Majority Holders reasonably determine, after conferring with counsel, Company determines that the Exchange Offer Registration provided in Section 2(a) above it is not available because of any change in law or in currently prevailing interpretations of the staff of the Commission; permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Company has received an opinion Registered Exchange Offer is not consummated within 250 days of counselthe Demand Date, rendered by a law firm having a recognized national tax practice, (iii) Tontine so requests with respect to the effect that, as a result of Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following 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 Registered Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date; or (iv) upon notice from any Holder on or before (other than an Exchanging Dealer) so requests because it is not eligible to participate in the 20th Business Day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or Commission policy from participating or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, (B) it may such Holder does not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the receive freely tradeable Exchange Offer to the public without delivering a prospectus and that the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the 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 on the date of occurrence thereof, the "Shelf Registration Event Date")exchange, the Company and shall take the Issuer Trust following actions: (a) The Company shall, at their its cost, on a single occasion as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use their respective its best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Datedeclared effective (unless it becomes effective automatically upon filing), as the case may be, and, but in event, within 45 no event more than 210 days after such requirement or request pursuant to this Section 2, a registration statement (the “Shelf Registration Event Date (which shall be no earlier than 75 days after Statement” and, together with the Closing Time)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 providing for and Rule 415 under the sale by Securities Act (hereinafter, the Holders of all of the Registrable Securities“Shelf Registration”); provided, and however, that no Holder (other than Tontine) shall use their respective best efforts be entitled to have the Securities held by it covered by such Shelf Registration Statement declared effective by the Commission as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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. Holder. (b) The Company and the Issuer Trust agree to shall use their respective its 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, for the Rule 144(k) Period a period of two years (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such longer period if extended pursuant to Section 3(j) below) from the Demand Date or such shorter period which that 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 restricted 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 best efforts to keep the Shelf Registration Statement or cease effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to be outstanding offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions of this Agreement to the "Effectiveness Period"). The contrary, the Company and shall cause the Issuer Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Issuer Trust will, in the event a Shelf Registration Statement is declared effectiveand the related prospectus and any amendment or supplement thereto, provide to each Holder a reasonable number of copies as of the Prospectus which is a part effective date of the Shelf Registration Statement, notify each such Holder when amendment or supplement, (i) to comply in all material respects with 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 applicable requirements of the Registrable Securities. The Company and the Issuer Trust further agree, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other and the rules and regulations thereunder for shelf registrationsof the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and in light of 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 Commissioncircumstances under which they were made, not misleading.

Shelf Registration. In the event that: If (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 currently prevailing applicable interpretations of thereof by the staff of the CommissionSEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a); (ii) the 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 for any other reason (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; (iiiA) the Exchange Offer Registration Statement is not declared effective within 180 150 days of following the Issue Closing Date; , or (ivB) upon notice from any Holder on or before the 20th Business Day following the consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the New Capital Securities, the New Guarantee and the New Junior Subordinated Debentures acquired by it in the Exchange Offer to the public without delivering a prospectus and that the prospectus contained in consummated within 45 days after effectiveness of the Exchange Offer Registration Statement (provided, that if the Exchange Offer Registration Statement shall become effective after such 150 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 effective within such 150 day period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate); or (iii) any Holder who is not appropriate or available for such resales or (C) it is a broker-dealer and owns Capital Securities acquired directly from the Issuer Trust or an affiliate of (as defined in Rule 144 under the Issuer Trust, (any of the events specified in clauses (iSecurities Act) through (iv) being delivers a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), written representation to the Company and that such Holder was not eligible to participate in the Issuer Trust Exchange Offer or validly elects to participate in the Exchange Offer but does not receive Exchange Securities which are freely tradeable without any limitations or restrictions under the Securities Act, then the Company shall, at their its cost, : use their respective best its commercially reasonable efforts to cause file with the SEC on or prior to be filed as promptly as practicable after such Shelf Registration Event Date, as (1) the case may be, and, in event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days 180th day after the Closing Time)Date or (2) the 60th day after any such filing obligation arises, whichever is later, a Shelf Registration Statement providing for relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of all distribution elected by the Majority Holders of the such Registrable Securities, Securities and shall set forth in such Shelf Registration Statement; use their respective best its commercially reasonable efforts to have cause such Shelf Registration Statement declared to become effective by with the Commission SEC as soon promptly as reasonably practicable, but in no event later than (1) the 225th day after the Closing Date or (2) the 105th day after an obligation to file with the SEC a Shelf Registration Statement arises, whichever is earlier. No Holder In the event that the Company is required to file a Shelf Registration Statement pursuant to Section 2(b)(iii), the Company shall file and use its commercially reasonable efforts to have effective with the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities shall be entitled to include any of its Registrable Securities 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 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 held by such Holder not materially misleading. The Company and the Issuer Trust agree to described in Section 2(b)(iii); use their respective best its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented, and amended as required in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year after the Rule 144(k) Period latest date on which any Subordinated Notes are originally issued by the Company (subject to extension pursuant to the last paragraph of Section 3 hereof3) or for such shorter period which will terminate or, if earlier, when all of the Registrable Securities covered by the such Shelf Registration Statement (1) have been sold pursuant to the Shelf Registration Statement in accordance with the intended method of distribution thereunder, or (2) otherwise cease to be outstanding Registrable Securities; and notwithstanding any other provisions hereof, use its commercially reasonable efforts to ensure that (1) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplements thereto comply in all material respects with the "Effectiveness Period"). The Company Securities Act, (2) any Shelf Registration Statement and the Issuer Trust shall not permit any securities other than Registrable Securities 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 included stated therein or necessary to make the statements therein not misleading, and (3) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Shelf Registration. The Company and the Issuer Trust willstatements therein, in the event light of the circumstances under which they were made, not misleading; provided, that clauses (2) and (3) shall not apply to any statement in or omission from a Shelf Registration Statement is declared effectiveor a Prospectus made in reliance upon and conformity with information relating to any Holder or Participating Broker-Dealer of Registrable Securities furnished to the Company in writing by such Holder or Participating Broker-Dealer, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the respectively, expressly for use in such Shelf Registration Statement, 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 SecuritiesStatement or Prospectus. The Company and the Issuer Trust further agreeagrees, if necessary, to supplement or amend the Shelf Registration Statement, Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by the rulesSection 3(b) below, regulations or instructions applicable to the registration form used by the Company for use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationsto become usable as soon as reasonably practicable thereafter, 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 CommissionSEC.