Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company shall use 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 part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 450 days after the Settlement Date; then Delivery Date (or if the 450th day is not a business day, the first business day thereafter), (iii) any Purchaser so requests with respect to the 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 Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is prohibited by law or Commission policy from participating in the Registered Exchange Offer or any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer does not receive freely tradeable Exchange Securities on the date of the exchange and, in each case, such Holder so requests, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, as promptly as practicable (but in no event more than at its cost, within 60 days after the Company is so required or requested pursuant to this Section 3(a)), 2 file with the Commission, Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within (unless it becomes effective automatically upon filing) no later than 150 days after the Company is so required such requirement or request pursuant to this Section 3(a2 (such 150th day (or first business day thereafter), an “effectiveness deadline”) a registration statement (the “Shelf Registration Statement covering resales 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 New Notes 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 elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than a Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Registration Rights Agreement (the “Agreement”) applicable to such Holder; and provided further provided, further, that with respect in no event shall the Company be required to a file the Shelf Registration Statement required pursuant or have such Shelf Registration Statement declared effective prior to Section 3(a)(iii), the consummation of a Registered applicable deadlines for the Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Registration Statement. (iib) The Company shall use 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 part thereof to be usable by Holders effective until the earlier of (i) the date that is two years after on which all Offered Securities registered thereunder are disposed of in accordance therewith and (ii) the Settlement Date or time when the date that all New Notes registered for resale under Offered Securities covered by the Shelf Registration Statement are no longer restricted securities (Aas defined in Rule 144 under the Securities Act, or any successor rule thereof (“Rule 144”)) have been or may be sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates a holder who is not an affiliate of the Company pursuant to Rule 144 of the Act without limitation (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated is not consummated within 310 days of the Issue 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 Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion it following consummation of the Registered Exchange Offer that it or (iv) 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 due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange and any such Holder so requests, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the Commission, Commission and thereafter shall use its commercially reasonable best 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes 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 elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration StatementStatement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after (or for such longer period if extended pursuant to Section 3(j) below) from the Settlement Issue Date or such shorter period that will terminate when all the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the New Notes held by non-Affiliates of date falling 400 days after the Company are not freely tradable pursuant to Rule 144 of the Act Issue Date and the applicable interpretations of the Commission and: (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the a Registered Exchange Offer as contemplated by and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 2 1 hereof; , (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 580 days after of the Settlement Issue Date; then , (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities (or the Private Exchange Securities) constituting Transfer Restricted Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivery of a prospectus, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, as promptly as practicable (but in no event more than 60 at its cost, within 30 days after the Company is so required pursuant time its obligation to Section 3(a)file an Exchange Offer Registration Statement arises (but no earlier than 400 days after the Issue Date), file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective under on or prior to the Act within 150 90th day after the date on which the Shelf Registration Statement (as defined below) is required to be filed (but no earlier than 490 days after the Company is so required pursuant to Section 3(a)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 Shelf “Registration Statement covering resales Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the New Notes Transfer Restricted 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 the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities until the earlier of (1) three years from the Issue Date and (2) the date on which all Securities registered thereunder are disposed of in accordance therewith (or for such longer period if extended pursuant to Section 3(j) below) or such shorter period that is two years after will terminate when all the Settlement Date or the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”)no longer Transfer Restricted Securities. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) law; provided that the Company shall not be so deemed unless such action is taken by the Company results in good faith and for, in the Company’s good faith judgment, valid business reasons a Registration Default (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of after giving effect to Section 4(i6(b) hereof, if applicable). (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, thereunder and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If Subject to the New Notes held by non-Affiliates 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 (“Form S-3”) to the Company, the Company are not freely tradable 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 144 415 under the 1933 Act (the “Shelf Registration Statement”) 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 Act Registrable Securities then Beneficially Owned by the Shareholder Parties; provided that if the Company remains a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act), a Shelf Notice will not be required and the applicable interpretations Company will file, in order that such Shelf Registration Statement is effective on the date of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff two-month anniversary of the CommissionClosing Date, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection the form of an automatic shelf registration statement (bas defined in Rule 405 under the ▇▇▇▇ ▇▇▇) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required or any successor form thereto registering an offering to be made on a continuous or delayed basis pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective Rule 415 under the 1933 Act within 150 days after relating to the Company is so required pursuant to Section 3(a)offer and sale, a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the through agents, underwriters or dealers, directly to purchasers, or through a combination of any of these methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedsale, howeverat fixed prices, that no Holder shall be entitled prevailing market prices, at prices related to have prevailing market prices or at privately negotiated prices, of all or any portion of the New Notes Registrable Securities then held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant Shareholder Parties. (b) Subject to Section 3(a)(iii4.1(d), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company shall will use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required including by renewing the ActShelf Registration Statement, in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two (i) three years after the Settlement Date or Shelf Registration Statement first becomes effective and (ii) the date that on which all New Notes registered Registrable Securities covered by the Shelf Registration Statement have been sold 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 resale 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 (Ai) have been sold pursuant 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 (B) are freely tradable the prospectus, or any document incorporated therein by non-Affiliates reference, or file any other required document so that, as thereafter delivered to purchasers of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitationRegistrable Securities included therein, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company prospectus will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) At any time that a Shelf Registration Statement is effective, if any Shareholder Party holding Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an underwritten Public Offering (a “Shelf Offering”), then, the Company will, as expeditiously as possible, amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of securities pursuant to the Faiveley Registration Rights). In connection with any Shelf Offering that is an underwritten Public Offering and where the plan of distribution set forth in the Take-Down Notice includes a customary “road show” (including an “electronic road show”) involving substantial marketing efforts by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company will forward the Take-Down Notice to all other Persons, if any, included on the Shelf Registration Statement pursuant to the Faiveley Registration Rights and the Company will permit each such Person to include its securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the Company within five days after delivery of the Take-Down Notice to such Person; and (ii) if the managing underwriter(s) advises the Company and the holders of Registrable Securities that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there will be included in such Marketed Underwritten Shelf Offering only such securities as is advised by such lead managing underwriter(s) can be sold without such effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.2(b). For the avoidance of doubt: (x) an underwritten Public Offering involving a sale to a broker-dealer in a block sale so long as such broker-dealer makes block trades in the ordinary course of its business shall not constitute a Marketed Underwritten Shelf Offering and (y) an underwritten Public Offering that involves representatives of the Company or the underwriters having discussions with potential investors in connection with the underwritten Public Offering, but without a customary “roadshow”, shall not constitute a Marketed Underwritten Shelf Offering.

Shelf Registration. (a) If The Company will, no later than the New Notes held by non-Affiliates of ninetieth (90th) day after the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of Closing Date, file with the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shallwhich, initially, will be on Form S-1 and, as promptly soon as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a))eligible, file with will be on Form S-3) providing for the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales registration of the New Notes by the Holders thereof 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 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 such Shelf this Section 2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register the Registrable Securities on Form S-3, or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that no Holder prior to filing such amendment or New Registration Statement, the Company shall be entitled obligated to have use its commercially reasonable efforts to advocate with the New Notes held 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 a particular Shelf Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by it covered by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Shelf Registration Statement unless such Holder agrees in writing will first be reduced by securities to be bound included other than Registrable Securities, and second be reduced by all Registrable Securities applied to the Holders on a pro rata basis based on the total number of the provisions of this Agreement applicable to unregistered Common Shares held by such Holder; and provided further that with respect Holders, subject to a Shelf 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 required pursuant to Section 3(a)(iii)or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the consummation of a Registered Exchange Offer shall relieve Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of its obligations under this Section 3(b) but only securities in respect of its obligations under Section 3(a)(iiigeneral, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”). (iib) The Company shall will use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, in order to permit the related Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement a period (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep ) from the date the Shelf Registration Statement becomes effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer to, and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long date upon which no Registrable Securities are outstanding and constitute “restricted securities” (as defined in Rule 144 under the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicableSecurities Act). (iiic) Notwithstanding any other provisions hereof, the The Company will ensure that (A) any cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies 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 Act and the rules and regulations applicable requirements of the Commission thereunder, Securities Act; and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading. (d) Subject to applicable law, the Company will provide written notice to the Holders of the anticipated effective date of the Shelf Registration Statement at least ten (10) Business Days before such anticipated effective date. Each Holder, in order to be named in the Shelf Registration Statement at the time of its initial effectiveness, will be required to deliver a Notice and Questionnaire and such other information as the Company may reasonably request in writing, if any, to the Company on or before the fifth (5th) day before the anticipated effective date of the Shelf Registration Statement as provided in the notice. Subject to Section 3(i), from and after the effective date of the Shelf Registration Statement, the Company will, as promptly as is practicable after the date a Holder’s Notice and Questionnaire is delivered, but in no event after the tenth (10th) day after such date, (i) file with the Commission an amendment to the Shelf Registration Statement or prepare and, if permitted or required by applicable law, file a supplement to the Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other required document so that such Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (except that the Company will not be required to file more than one supplement or post-effective amendment in any thirty (30) day period in accordance with this Section 2(d)(i)) and, in the case of a post-effective amendment to the Shelf Registration Statement, the Company will use its best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable; (ii) provide such Holder, upon request, copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, however, that if such Notice and Questionnaire is delivered during a Deferral Period, then the Company will so inform the Holder delivering such Notice and Questionnaire and will take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i). Notwithstanding anything to the contrary herein, the Company need not name any Holder that is not a Notice Holder as a selling securityholder in the Shelf Registration Statement or Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to this Section 2(d) (whether or not such Holder was a Notice Holder at the effective date of the Shelf Registration Statement) will be named as a selling securityholder in the Shelf Registration Statement or Prospectus in accordance with this Section 2(d).

Shelf Registration. In the event that (ai) If the New Notes held by non-Affiliates of Issuer determines that the Company Exchange Offers provided for in Section 3 hereof are not freely tradable pursuant 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 Rule 144 of the Act and the Exchange Offers because they would violate any applicable law or applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commissionstaff, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) such Exchange Offers are not for any Holder of New Notes notifies other reason completed by the Company in writing not more than 20 days date that is five years after completion of the Registered Exchange Offer that it Closing Date (or if such date is not eligible to participate in a Business Day, the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); next succeeding Business Day) or (iii) for any other reasonprior to the last Exchange Date with respect to the Exchange Offers, the Registered Issuer receives a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Transfer Restricted Securities that are or were ineligible to be exchanged in such Exchange Offer is not consummated within 365 days after Offers, the Settlement Date; then Issuer and the Company Guarantors shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its their commercially reasonable efforts to cause to be declared effective under filed with the Act Commission, as soon as practicable, but in any event within 150 days 30 days, after such determination date or the Company is so required pursuant to Section 3(areceipt of a Shelf Request, as the case may be (the “Shelf Filing Deadline”), a Shelf Registration Statement covering resales providing for the sale of all the New Notes Transfer Restricted Securities by the Holders thereof from time and to time have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day); provided, that (a) no Holder will be entitled to have any Transfer Restricted Securities included in accordance with any Shelf Registration Statement, or entitled to use the methods Prospectus forming a part of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no until such Holder shall have provided such other information regarding such Holder to the Issuer as is contemplated by Section 4(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Issuer and the Guarantors shall be entitled under no obligation to have the New Notes held by it covered by file any such Shelf Registration Statement unless such Holder agrees in writing before they are obligated to Consummate the Exchange Offers pursuant to Section 3 hereof. In the event that the Issuer and the Guarantors are required to cause to be bound by all of filed with the provisions of this Agreement applicable to such Holder; and provided further that with respect to Commission a Shelf Registration Statement required pursuant to clause (iii) of the preceding sentence, the Issuer and the 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(a)(iii), 3 hereof with respect to all Transfer Restricted Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the consummation of a Registered Exchange Offer shall relieve Registration Statement) with respect to offers and sales of Transfer Restricted Securities held by the Company Initial Purchasers after completion of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) the Exchange Offers. The Company Issuer and the Guarantors shall use its their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by effective until the Act, in order to permit date on which the Prospectus forming part thereof Initial Securities covered thereby cease to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement Transfer Restricted Securities (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company shall be deemed not Issuer and the Guarantors further agree to have used its use their commercially reasonable efforts to keep supplement or amend the Shelf Registration Statement effective during 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 Issuer and the Guarantors for such Shelf Registration Period Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders copies of any such supplement or amendment promptly after it voluntarily takes has been used or filed with the Commission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any action that would result 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 Holders excess of New Notes registered for resale thereby not being able to offer and sell such New Notes 30 consecutive days or more than on two occasions during that any 12-month period, unless but in any event not more than 90 days in the aggregate (Awhether 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 or (Blaw. Any Shelf Suspension Period pursuant to this Section 4(a) such action is taken shall begin on the date specified in a written notice given by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 Issuer to the Company Holders and shall end on the date specified in a subsequent written notice given by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Issuer to 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines is not permitted to file the Exchange Offer Registration Statement; (ii) the Company determines, upon the advice of its outside counsel counsel, that it is not permitted reasonably practical, to effect the Registered Exchange Offer as contemplated by Section 2 hereofherein, including scenarios that the Company could incur special interest as discussed in 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; (iiiv) the Initial Purchaser determines upon advice of its counsel that a Shelf Registration Statement must be filed in connection with any Holder public offering or sale of Securities that are not eligible to be exchanged for New Notes notifies Securities in the Company in writing not more than 20 days after completion Registered Exchange Offer and that are held by them following consummation of the Registered Exchange Offer that it Offer; or (v) any Holder (other than the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer (or does not receive freely tradeable New Securities in the Registered Exchange Offer other than due to its status as by reason of such Holder being an Affiliate of the Company or as (it being understood that the requirement that a participating Broker-Dealer); or (iii) for any other reason, Dealer deliver the Registered prospectus contained in the Exchange Offer is Registration Statement in connection with sales of New Securities shall not consummated within 365 days after the Settlement Date; then result in such New Securities being not “freely tradeable”), the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however, that the Company shall have the right to defer the filing of the Shelf Registration Statement (or suspend sales under the Shelf Registration Statement or defer the updating of the Shelf Registration Statement and suspend sales thereunder) for a period of not more than sixty (60) consecutive days (and, in the aggregate, not more than ninety (90) days) per any one year period, if it determines that it would be materially detrimental to the Company to file such Shelf Registration Statement or continue sales under such Shelf Registration Statement and conclude, as a result, that it is in the Company’s best interests and the best interests of its stockholders to defer the filing of such Registration Statement or suspend such sales under such Shelf Registration Statement at such time (collectively referred to as the “Shelf Registration Statement Deferral and Suspension Periods” and, together with the Exchange Offer Registration Statement Deferral and Suspension Periods, the “Deferral and Suspension Periods”). (b) If required pursuant to subsection (a) above, (i) The Company shallthe Company, at its cost, shall as promptly as practicable (practicable, but in no event more later than 60 90 days after the Company is so required pursuant such obligation to Section 3(a))file arises, file with the Commission, Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a)Act, a Shelf Registration Statement covering resales relating to the offer and sale of the Securities or the New Notes Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities or New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further further, that with respect to New Securities received by the Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s staff, file a Shelf post-effective amendment to the Exchange Offer Registration Statement containing the information required pursuant to Section 3(a)(iii)by Item 507 or 508 of Regulation S-K, the consummation of a Registered Exchange Offer shall relieve the Company as applicable, in satisfaction of its obligations under this Section 3(b) but only in subsection with respect of its obligations under Section 3(a)(iii)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 the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by under the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period ending after the earlier of (A) the date that is two years after the Settlement Date or the date that on which all New Notes registered for resale under such Securities are disposed of in accordance with the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or Statement, (B) are freely tradable by non-Affiliates of the Company date on which such Securities become eligible for resale without restrictions pursuant to Rule 144 of under the Act Act, or (and applicable interpretations thereof by C) one year after the Commission’s staff) Closing Date (in any either such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of Securities or New Notes registered for resale Securities covered thereby not being able to offer and sell such Securities or New Notes Securities during that period, unless (Aa) such action is required by applicable law or law; (Bb) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitationbut not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i5(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) Notwithstanding any other provisions hereof, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or 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 thereunder, Commission; and (B) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; is not consummated within 365 days of the Issue Date (iithe “Consummation Deadline”), (iii) any Holder of New Notes notifies Initial Purchaser so requests with respect to the Company Initial Securities not eligible to be exchanged for Exchange Securities in writing not more than 20 days after completion the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that it or (iv) any Holder (other than an Exchanging Dealer or an affiliate of the Company) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than due to its status as an Affiliate Exchanging Dealer or an affiliate of the Company or as a Broker-Dealer); or (iiiCompany) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company and the Guarantors shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company and the Guarantors shall, at their cost, as promptly as practicable (but in no event more than 60 30 days after the Company is so required or requested pursuant to this Section 3(a)2), file with the Commission, 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that, if the obligation to file the Shelf Registration Statement arises because the Registered Exchange Offer has not been consummated by the Consummation Deadline, then the Company and the Guarantors will use their commercially reasonable efforts to file the Shelf Registration Statement on or prior to the 30th day after such filing obligation arises; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company and the Guarantors shall use its their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after (or for such longer period if extended pursuant to Section 3(j) below) from the Settlement Issue Date or such shorter period that will terminate when all the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company and the Guarantors shall be deemed not to have used its their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it they voluntarily takes take any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will and the Guarantors shall use their commercially reasonable efforts to ensure that (Ai) the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder; (ii) the Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunderdoes not, (B) any Shelf Registration Statement and any amendment thereto (in either casewhen it becomes effective, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not 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 misleading; and (Ciii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), Statement does not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act Issuer and the applicable interpretations of the Commission and: Guarantors are not: (i) due required to any change in law or in applicable interpretations thereof by file the staff of the Commission, the Company determines upon the advice of outside counsel that it is not Exchange Offer Registration Statement; or (ii) permitted to effect consummate the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, because the Registered Exchange Offer is not consummated within 365 days after the Settlement Datepermitted by applicable law or Commission policy; then the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection or (b) below.any Holder of Transfer Restricted Securities notifies the Issuer prior to the 20th Business Day following consummation of the Registered Exchange Offer that: (i) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (ii) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (iii) it is a broker-dealer and owns Securities acquired directly from the Issuer or an affiliate of the Issuer, the Issuer and the Guarantors shall take the following actions (the date on which any of the conditions described in the foregoing clauses (a) and (b) occurs, including, in the case of clauses (b)(i)-(iii), the receipt of the required notice, being a (“Trigger Date”): (A) The Company Issuer and the Guarantors shall, as promptly as practicable (but in no event more than 60 on or prior to 30 days after the Company is so required pursuant to Section 3(aTrigger 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, Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective under by the Act within 150 Commission (unless it becomes effective automatically upon filing) on or prior to 60 days after the Company is so required pursuant to Section 3(a)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 Shelf “Registration Statement covering resales Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the New Notes Transfer Restricted 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 the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iiB) The Company Issuer and the Guarantors shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is two years after the Settlement Date relevant Securities for a period of one year (or for such longer period if extended pursuant to Section 4(j) below) from the date of its effectiveness or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (A) have been sold pursuant thereto, are no longer outstanding or cease to the Shelf Registration Statement or be Transfer Restricted Securities (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iiiC) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will Issuer and the Guarantors shall use commercially reasonable efforts to ensure that (Ai) the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder; (ii) the Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunderdoes not, (B) any Shelf Registration Statement and any amendment thereto (in either casewhen it becomes effective, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not 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 misleading; and (Ciii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), Statement does not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due the Company is not required to file an Exchange Offer Registration Statement with respect to the Series B Senior Notes because the Exchange Offer is not permitted by applicable law (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) if any change in Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days following the Consummation of the Exchange Offer that (A) such Holder is prohibited by law or Commission policy from participating in applicable interpretations thereof the Exchange Offer or (B) such Holder may not resell the Series B Senior Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Senior Notes acquired directly from the Company or one of its affiliates, then the Company and the Subsidiary Guarantors shall (x) cause to be filed on or prior to the earliest of (1) 30 days after the date on which the Company is notified by the staff of the Commission, the Company Commission or otherwise determines upon the advice of outside counsel that it is not permitted required to effect file the Registered Exchange Offer as contemplated by Section 2 hereof; Registration Statement pursuant to clause (i) above and (2) 30 days after the date on which the Company receives the notice specified in clause (ii) any Holder of New Notes notifies above, a shelf registration statement pursuant to Rule 415 under the Company in writing not more than 20 days after completion of Act, (which may be an amendment to the Registered Exchange Offer that it is not eligible to participate Registration Statement (in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reasoneither event, the Registered Exchange Offer is not consummated within 365 "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) use their reasonable best efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, but in no event later than 150 days after the Settlement Date; then date on which the Company shall use its commercially reasonable efforts becomes obligated to effect file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after solely because the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve not be permitted under applicable federal law, then the Company filing of its obligations under this the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) 5 below. The Company and the Subsidiary Guarantors shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant and subject to the Shelf Registration Statement or provisions of Sections 6(b) and (Bc) are freely tradable by non-Affiliates hereof to the extent necessary to ensure that it is available for sales of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof Transfer Restricted Securities by the Commission’s staff) (in any such case, such period being called Holders thereof entitled to the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders benefit of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunderthis Section 4(a), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies and to ensure that it conforms with the requirements of Section 4(i) hereofthis Agreement, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the policies, rules and regulations of the Commission thereunderas announced from time to time, for a period of at least two years (Bas extended pursuant to Section 6(c)(i)) any following the date on which such Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon first becomes effective under the Act or in conformity with written information furnished to such shorter period ending when all of the Company by or on behalf of any Holder of Transfer-Transfer Restricted Securities specifically available 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingsale thereunder have been sold pursuant thereto.

Shelf Registration. In the event that (ai) If the New Notes held by non-Affiliates of Issuer determines that the Company Exchange Offers provided for in Section 3 hereof are not freely tradable pursuant 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 Rule 144 of the Act and the Exchange Offers because they would violate any applicable law or applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commissionstaff, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) such Exchange Offers are not for any Holder of New Notes notifies other reason completed by the Company in writing not more than 20 days date that is five years after completion of the Registered Exchange Offer that it Settlement Date (or if such date is not eligible to participate in a Business Day, the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); next succeeding Business Day) or (iii) for any other reasonprior to the last Exchange Date with respect to the Exchange Offers, the Registered Issuer receives a written request (a “Shelf Request”) from any Holder representing that it holds Transfer Restricted Notes that are or were ineligible to be exchanged in such Exchange Offer is not consummated within 365 days after Offers, the Settlement Date; then the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter Issuer shall use its commercially reasonable efforts to cause to be declared effective under filed with the Act Commission, as soon as practicable, but in any event within 150 days 30 days, after such determination date or the Company is so required pursuant to Section 3(areceipt of a Shelf Request, as the case may be (the “Shelf Filing Deadline”), a Shelf Registration Statement covering resales providing for the sale of all the New Transfer Restricted Notes by the Holders thereof from time and to time have such Shelf Registration Statement become effective on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day); provided, that (a) no Holder will be entitled to have any Transfer Restricted Notes included in accordance with any Shelf Registration Statement, or entitled to use the methods Prospectus forming a part of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no until such Holder shall have provided such other information regarding such Holder to the Issuer as is contemplated by Section 4(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Issuer shall be entitled under no obligation to have the New Notes held by it covered by file any such Shelf Registration Statement unless such Holder agrees in writing 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 bound by all of filed with the provisions of this Agreement applicable to such Holder; and provided further that with respect to Commission a Shelf Registration Statement required pursuant to clause (iii) of the preceding sentence, the Issuer shall use its commercially reasonable efforts to cause to be filed with the Commission and have become effective both an Exchange Offer Registration Statement pursuant to Section 3(a)(iii), 3 hereof with respect to all Transfer Restricted Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the consummation of a Registered Exchange Offer shall relieve Registration Statement) with respect to offers and sales of Transfer Restricted Notes held by such Holders after completion of the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) Exchange Offers. The Company Issuer shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by effective until the Act, in order to permit date on which the Prospectus forming part thereof Initial Notes covered thereby cease to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Transfer Restricted Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company shall be deemed not Issuer further agrees to have used use its commercially reasonable efforts to keep supplement or amend the Shelf Registration Statement effective during 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 Issuer for such Shelf Registration Period Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Transfer Restricted Notes with respect to information relating to such Holder, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer agrees to furnish to the Holders copies of any such supplement or amendment promptly after it voluntarily takes has been used or filed with the Commission, as reasonably requested by the Holders. Notwithstanding anything to the contrary in this Agreement, at any action that would result 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 Holders excess of New Notes registered for resale thereby not being able to offer and sell such New Notes 30 consecutive days or more than on two occasions during that any 12-month period, unless but in any event not more than 90 days in the aggregate (Awhether 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 or (Blaw. Any Shelf Suspension Period pursuant to this Section 4(a) such action is taken shall begin on the date specified in a written notice given by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 Issuer to the Company Holders and shall end on the date specified in a subsequent written notice given by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Issuer to 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to If, because of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company determines upon the advice of after consultation with its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) if for any other reason, reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Date or (B) the Exchange Offer is not consummated within 365 210 days after the Settlement Closing Date; then , (iii) upon the request of any of the 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 of any Holder (other than an Initial Purchaser) given to the Company shall use its commercially reasonable efforts in writing within 30 days after the commencement of the Exchange Offer that (A) due to effect a Shelf change in law or SEC policy it is not entitled to participate in the Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or an affiliate of the Company, then in accordance with subsection (b) below. case of each of clauses (i) The through (iv) the Company shall, as at its cost: (a) As promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a))practicable, file with the CommissionSEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective under the Act within 150 as promptly as practicable but no later than 180 days after the Company is so required pursuant to Section 3(a)original issue of the Registrable Securities, a Shelf Registration Statement covering resales relating to the offer and sale of the New Notes Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders until for a period of one year from the earlier original issue of the date Registrable Securities, or for such shorter period that is two years after the Settlement Date or the date that will terminate when all New Notes registered for resale under Registrable Securities covered by the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep ; provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement effective during the Shelf Registration Period shall be extended up to a maximum of 90 days if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able necessary to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies permit dealers to comply with the applicable prospectus delivery requirements of Section 4(i) hereof, if applicableRule 174 under the 1933 Act and as otherwise provided herein. (iiic) Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (Ai) 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 of the Commission thereunder, (Bii) any Shelf Registration Statement and any amendment thereto (in either casedoes not, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not 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 (Ciii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders’ Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or in applicable interpretations thereof by SEC policy, (B) the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after the Settlement Issue Date; , (C) any Holder of Transfer Restricted Notes notifies the Companies and the Guarantor within 20 Business Days after the commencement of the Exchange Offer that (1) due to a change in applicable law or SEC policy it is not entitled to participate in the Exchange Offer, (2) due to a change in applicable law or SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (3) it is a broker-dealer and owns Transfer Restricted Notes acquired directly from either of the Companies or an affiliate of either of the Companies or (D) the Majority Holders 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 (any of the events specified in (A)-(D) being a “Shelf Registration Event”), then the Company shall Companies and the Guarantor shall, at their own cost, use its commercially their reasonable best efforts to effect a file the Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after the Company is so required pursuant to Section 3(a)), file with the Commissionsuch filing obligation arises, and thereafter shall use its commercially their reasonable best efforts to cause the Shelf Registration Statement to be declared effective or become effective, as applicable, under the Securities Act within 150 on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the first Business Day thereafter) after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statementfiling obligation arises; provided, however, that no Holder if the Companies and the Guarantor have not consummated the Exchange Offer within 365 days (or if such 365th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Companies and the Guarantor will use their reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Notes, and shall be entitled use their reasonable best efforts to have the New Notes held by it covered by such Shelf Registration Statement be declared or become effective, as applicable, under the Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after such Shelf Registration Statement was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees furnishes to the Companies and the Guarantor in writing such information as the Companies and the Guarantor may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be bound by included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Companies and the Guarantor all of the provisions of this Agreement applicable to such Holder; and provided further that information with respect to a Shelf Registration Statement required pursuant such Holder necessary to Section 3(a)(iii), make any information previously furnished to the consummation of a Registered Exchange Offer shall relieve Companies and the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Guarantor by such Holder not materially misleading. (ii) The Company shall Companies and the Guarantor agree to use its commercially their 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 effective until the earlier second anniversary of the effective date that is two years after the Settlement Date or the date that all New Notes registered for resale under of the Shelf Registration Statement (Asubject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Transfer Restricted Notes covered by such Shelf Registration Statement have been sold pursuant thereto or cease to the Shelf Registration Statement be outstanding or (B) are freely tradable by non-Affiliates of the Company pursuant otherwise cease to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staffbe Transfer Restricted Notes) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep Companies and the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereofGuarantor further agree, if applicable. (iii) Notwithstanding any other provisions hereofnecessary, to supplement or amend the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Companies and the Guarantor for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Companies and the Guarantor agree to furnish to the Holders of Transfer Restricted Notes copies of any such supplement to such prospectus or amendment (in either caseor, other than with respect to Holders’ Information)documents incorporated by reference, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make available) promptly after its being used or filed with the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer 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 change in Holder of Transfer Restricted Securities (other than by reason of being an affiliate of the Company), such Holder notifies the Company within 20 Business Days following consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in applicable interpretations thereof the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the staff Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of the Commissionits affiliates, then, 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 use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to the later of (A) 360 days after the Closing Date and (B) the earliest to occur of (1) the 90th day after the date on which the Company determines upon the advice of outside counsel that it is not permitted required to effect file the Registered Exchange Offer Registration Statement, and (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by Section 2 hereof; clause (ii) any Holder of New Notes notifies above (such earliest date being the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer“Shelf Filing Deadline”); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company shall use its commercially reasonable efforts to effect a which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities in accordance with subsection the case of clause (b1) below. above and, in the case of clause (i2) The Company shallabove, as promptly as practicable (but in no event more than 60 days after resales of Transfer Restricted Securities by the Company is so Holders of which shall have provided the information required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b4(b) but only in respect of its obligations under Section 3(a)(iii). (ii) hereof. The Company shall use its commercially reasonable best efforts to keep the such 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 until the earlier provisions of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement Sections 6(b) and (Ac) have been sold pursuant hereof to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates extent necessary to ensure that it is available for resales of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof Initial Securities by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able Transfer Restricted Securities entitled to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance benefit of the Company’s obligations hereunderthis Section 4(a), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies and to ensure that it conforms with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereofthis Agreement, the Company will ensure that (A) 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 policies, rules and regulations of the Commission thereunderas announced from time to time, until the earliest of (Bi) any the date when all the Initial Securities covered by such Shelf Registration Statement and any amendment thereto (in either case, other than with respect can be sold to information the public under Rule 144 under the Securities Act without regard to the volume limitations included therein in reliance upon or in conformity with written information furnished and without regard to whether the Company is current in its Exchange Act filings (assuming they are not held by or on behalf an Affiliate of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”Company) 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 (Cii) any Prospectus forming part the date on which all of any the Initial Securities covered by such Shelf Registration Statement, and any supplement to such prospectus (Statement are disposed of in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingaccordance therewith.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; is not consummated within 365 days of the date of original issue of the Initial Securities (iithe “Issue Date”), (iii) any Holder of New Notes notifies Initial Purchaser so requests with respect to the Company Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in writing not more than 20 days after completion the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that it or (iv) 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 due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive Exchange Securities that are freely tradeable under the Settlement Date; then Securities Act on the date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the Commission, 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is two years after the Settlement Date relevant Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the date of effectiveness of the Shelf Registration Statement or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant thereto or (ii) have been distributed to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company public pursuant to Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”)Securities Act. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by permitted under the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance terms of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablethis Agreement. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the event that the Company is required to take the actions set forth in this Section solely as a result of the Registered Exchange Offer not being consummated within 365 days of the Issue Date, but the Registered Exchange Offer is subsequently completed in accordance with the terms of this Agreement prior to the sale of all Securities eligible to be sold under such Shelf Registration Statement, upon consummation of the Registered Exchange Offer, the Company will no longer be required to file, have declared effective or continue the effectiveness of the Shelf Registration Statement pursuant to this Section. (e) Notwithstanding anything to the contrary herein, at any time, the Company may delay the filing of the Shelf Registration Statement or delay or suspend the effectiveness thereof if the Company determines reasonably and in good faith (for valid business reasons, but not including the avoidance of its obligations hereunder) that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that in the reasonable judgment of the Company, would be detrimental to the Company, if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or any such action required by applicable law, in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur of the date which is the earlier of (A) the date on which such financing, acquisition, disposition, merger or other material transaction ceases to interfere with the Company’s obligations to file or maintain the effectiveness of any such Shelf Registration Statement pursuant to this Agreement or (B) 60 days after the commencement of such delay or suspension. The Delay Period shall not exceed 60 days in any three-month period or 90 days in any 12-month period. The period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above shall be extended by a number of days equal to the number of days during any Delay Period.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; is not consummated within 60 days following the effectiveness of the Exchange Offer Registration Statement or (iiiii) any Holder of New Notes notifies the Company in writing not more (other than 20 days after completion of the Registered Exchange Offer that it an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after the Company is so required or requested pursuant to this Section 3(a))2, or, if later, 120 days after the Issue Date) file with the Commission, Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective under (unless it becomes effective automatically upon filing) a registration statement (the Act within 150 “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) not later than 120 days after filing pursuant to this Section 2 (unless the Shelf Registration Statement is reviewed by the Commission, in which case not later than 180 days after filing pursuant to this Section 2), or, if later, 180 days after the Company is so required pursuant to Section 3(a), a Issue Date (unless the Shelf Registration Statement covering resales 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 New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is two years after the Settlement Date relevant Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the date the Shelf Registration Statement is declared effective or becomes automatically effective upon filing or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act no longer Transfer Restricted Securities (and applicable interpretations thereof by the Commission’s staff) (as defined in any such case, such period being called the “Shelf Registration Period”Section 6 hereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due the Company is not required to any change in file an Exchange Offer Registration Statement with respect to the Series B Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in applicable interpretations thereof by Section 6(a)(i) below have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the staff Company within 20 Business Days following the Consummation of the CommissionExchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or one of its affiliates, then the Company shall (x) cause to be filed on or prior to 150 days after the date on which the Company determines upon the advice of outside counsel that it is not permitted required to effect file the Registered Exchange Offer as contemplated by Section 2 hereof; Registration Statement pursuant to clause (i) above or 150 days after the date on which the Company receives the notice specified in clause (ii) any Holder of New Notes notifies above a shelf registration statement pursuant to Rule 415 under the Company in writing not more than 20 days after completion of Act (which may be an amendment to the Registered Exchange Offer that it is not eligible to participate Registration Statement (in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reasoneither event, the Registered Exchange Offer is not consummated within 365 "Shelf Registration Statement")), relating to all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) use its best efforts to cause such Shelf Registration Statement to become effective on or prior to 180 days after the Settlement Date; then date on which the Company shall use its commercially reasonable efforts becomes obligated to effect file such Shelf Registration Statement. If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after solely because the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve not be permitted under applicable federal law, then the Company filing of its obligations under this Section 3(bthe Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) but only in respect above. Such an event shall have no effect on the requirements of its obligations under Section 3(a)(iii). clause (iiy) above. The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant and subject to the Shelf Registration Statement or provisions of Sections 6(b) and (Bc) are freely tradable by non-Affiliates hereof to the extent necessary to ensure that it is available for sales of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof Transfer Restricted Securities by the Commission’s staff) (in any such case, such period being called Holders thereof entitled to the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders benefit of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunderthis Section 4(a), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies and to ensure that it conforms with the requirements of Section 4(i) hereofthis Agreement, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the policies, rules and regulations of the Commission thereunderas announced from time to time, for a period of at least two years (Bas extended pursuant to Section 6(c)(i)) any following the date on which such 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 first becomes effective under the Company by or on behalf of any Holder of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingAct.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated is not consummated within 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 Section 2 hereof; it following consummation of the Registered Exchange Offer or (iiiv) any Holder of New Notes (other than an Exchanging Dealer) notifies the Company in writing not more than during the 20 business days after completion following consummation of the Registered Exchange Offer that it is was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after such obligation arises and (ii) 270 days (or if the 270th day is not a business day, the first business day thereafter) after the Company is so required pursuant to Section 3(a))Issue Date of the Initial Securities, file with the Commission, 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until of the relevant Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date that is two years after (i) when all the Settlement Date or the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (A) 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 (B) are freely tradable by non-Affiliates of the Company pursuant cease to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”)be outstanding. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after by the Settlement Target Date; then , (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) any Holder (A) is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, or (B) may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, Commission and thereafter shall use its commercially reasonable best 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time (x) in the case of clause (i) above, on or prior to time the 335th day after the Issue Date or (y) in the case of clause (ii), (iii) or (iv) above, on or prior to the 90th day after the date on which such Shelf Registration Statement is required to be filed, in each case in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, until the earlier of (x) one year from the date that such Shelf Registration Statement is two years after the Settlement Date or first declared effective and (y) the date that on which all New Notes the Securities registered for resale under the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or disposed of in accordance therewith (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (Ai) such action is required by applicable law or (Bii) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitationbut not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i3(j) hereof, if applicable. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If To the New Notes held extent not prohibited by non-Affiliates of any law or applicable SEC policy, in the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: event that (i) the Issuer is not permitted to 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 Issuer within 30 days after the commencement of the Exchange Offer that (1) due to any a change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that SEC policy it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible entitled to participate in the Registered Exchange Offer, (2) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (other than due to its status as 3) it is a broker-dealer and owns Securities acquired directly from the Issuer or an Affiliate affiliate of the Company or as a Broker-Dealer); Issuer, or (iiiiv) for 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 other reasonof (i) through (iv), the Registered Exchange Offer is not consummated within 365 Issuer shall, at the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Settlement Date; Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Company Issuer shall use its commercially reasonable efforts file the Shelf Registration Statement with the SEC on or prior to effect 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 in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a))clause (b)(ii) above shall be cancelled, file with provided, that such cancellation shall not relieve the CommissionIssuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(apayable), a Shelf Registration Statement covering resales of providing for the New Notes sale by the Holders thereof from time of all of the Registrable Securities affected thereby, and, to time the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in accordance 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 may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the methods of distribution elected by such Holders and set forth SEC to be included in such Shelf Registration Statement; providedStatement or Prospectus included therein, however, that no Holder shall be entitled to have the New Notes held by it covered by such reasonably request for inclusion in any Shelf Registration Statement unless such or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees in writing to be bound by furnish to the Issuer all of the provisions of this Agreement applicable to such Holder; and provided further that information with respect to a Shelf Registration Statement required pursuant such Holder necessary to Section 3(a)(iii), make any information previously furnished to the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) Issuer by such Holder not materially misleading. The Company shall Issuer agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required for a period of six months from the Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant thereto (subject to extension pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates last paragraph of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staffSection 3 hereof) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company , provided, however, that with respect to the Private Exchange Securities, if issued, the Issuer shall only be deemed not to have used its commercially reasonable efforts obligated to keep the Shelf Registration Statement effective during effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereofRegistration. The Issuer further agrees, if applicable. (iii) Notwithstanding any other provisions hereofnecessary, to supplement or amend the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement to such prospectus (or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in either casethis Section 2(b), other than solely with respect to Holders’ Information)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 include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingexceed $5,000,000.

Shelf Registration. (a) If The Company shall file with the New Notes held by non-Affiliates of the Company are not freely tradable Commission as soon as reasonably practicable, but in no event later than September 15, 2000, a Registration Statement on any appropriate form pursuant to Rule 144 415 under the Act and/or any similar rule that may be adopted by the Commission with respect to all of the Act and Registrable Securities; provided, however, that if such Registration Statement is not declared effective by November 15, 2000, the applicable interpretations of the Commission and: Company will (i) due to any change in law or in applicable interpretations thereof by reduce the staff exercise price of the CommissionWarrant ("Exercise Price") and the conversion price of the Convertible Note ("Conversion Price") in an amount equal to 2% of the Exercise Price and the Conversion Price, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; and (ii) any Holder of New Notes notifies increase the Company in writing not more than 20 days after completion Interest Rate of the Registered Exchange Offer Convertible Note by 2% per annum per each 30-day period until such time that it the Registration Statement is not eligible to participate in declared effective by the Registered Exchange Offer (other than due to its status as an Affiliate Commission or each of the Exercise Price and the Conversion Price becomes equal to $0.05 per share and the Interest Rate of the Convertible Note increases to 15% per annum. The Company or as a Broker-Dealer); or agrees (iiii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company shall to use its commercially reasonable efforts to effect a Shelf have such Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a)by November 15, a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders 2000 and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company shall use its commercially reasonable efforts to keep the Shelf such Registration Statement continuously effective, supplemented effective (and amended as required by the Act, to take any and all other actions necessary in order to permit public resale of the Prospectus forming part thereof to be usable Registrable Securities covered by Holders such Registration Statement) for a period until such date as is the earlier of (a) the date that is two years after on which at least 75% of the Settlement Date or Registrable Securities have been sold, (b) the date that all New Notes registered for resale under on which at least 75% of the Shelf Registration Statement (A) have been Registrable Securities may be immediately sold pursuant to the Shelf Registration Statement public without registration or (B) are freely tradable by non-Affiliates of the Company restriction pursuant to Rule 144 144(k) under the Securities Act or any successor provision, (c) the date on which all restrictive legends have been removed from all Registrable Securities and all "stop transfer" instructions issued to the Company's transfer agent have been canceled or (d) two (2) years following the date on which such Registration Statement is declared effective. If (i) the Registration Statement is not declared effective by November 15, or (ii) a stop order is imposed or if for any other reason the effectiveness of the Act Registration Statement is suspended or the Registration Statement is no longer current and requires amendment pursuant to Section 5 hereof during the period that the Registration Statement is required to remain effective pursuant to this Section 3, and such suspension or period during which the Registration Statement is not current continues for 30 consecutive days, then the Company shall (i) reduce each of the Exercise Price and applicable interpretations thereof the Conversion Price, to the extent it has not been previously exercised, in an amount equal to 2% of the Exercise Price and the Conversion, and (ii) increase the Interest Rate of the Convertible Note by 2% per annum per each 30-day period subsequent to the initial 30-day period previously mentioned in this sentence that such Registration Statement is not declared effective by the Commission’s staff) (in any such case, such period being called Commission until each of Exercise Price and the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep Conversion Price becomes $0.05 per share and the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance Interest Rate of the Company’s obligations hereunder), including, without limitationConvertible Note is increased to 15% per annum. Notwithstanding the foregoing, the acquisition immediately preceding sentence shall not apply if the stop order, suspension or divestiture requirement for amendment arises out of assetsany action, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to omission or information included therein in reliance upon or in conformity with written information furnished provided to the Company by such Holder or on behalf of any Holder of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Holder's distribution of the circumstances under which they were made, not misleadingRegistrable Securities.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated is not consummated by Section 2 hereof; November 12, 2017 (iior, if such date is not a business day, the first business day thereafter), (iii) any Holder of New Notes notifies Initial Purchaser so requests with respect to the Company Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in writing not more than 20 days after completion the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that it 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 due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange and if any such Holder so requests, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, as at its cost, promptly as practicable (but in no event more than 60 30 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the Commission, 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes 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 elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its commercially reasonable efforts to have such Shelf Registration StatementStatement declared effective on or prior to the later to occur of (i) October 13, 2017 (or, if such date is not a business day, the first business day thereafter) and (ii) the 240th day after the date of the event specified in clause (i) of this Section 2 and (y) the occurrence of one of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective on or prior to the 210th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after the Settlement Date (or for such longer period if extended pursuant to Section 3(j) below) from the date of original issue of the Initial Securities under the Purchase Agreement or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”)thereto. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon and the advice of outside counsel that it Co-Issuer are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted to effect by applicable law or Commission policy (after the Registered Exchange Offer as contemplated by procedures set forth in Section 2 hereof; 6(a) hereof have been complied with), or (ii) with respect to any Holder of New Notes notifies Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Company Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer public without delivering a prospectus (other than due to its by reason of such Holder’s status as an Affiliate affiliate of the Company or as the Co-Issuer) and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer); or (iii) for any other reasonDealer and holds Initial Securities acquired directly from the Company, the Registered Co-Issuer or one of their affiliates, then, upon such Holder’s request prior to the 20th day following consummation of the Exchange Offer is not consummated within 365 days after Offer, the Settlement Date; then Company, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.Co-Issuer and the Guarantors shall: (i) The Company shallcause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, as promptly as practicable which may be an amendment to the Exchange Offer Registration Statement (but in no event more than 60 days after either event, the Company is so “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 3(a)), file with the Commission, and thereafter shall 4(b) hereof; and (ii) use its their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under by the Act within 150 days Commission as promptly as possible (unless it becomes effective automatically upon filing), and in any event on or before the 365th day after the Company is so required pursuant obligation to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by file such Shelf Registration Statement unless arises (or if such Holder agrees in writing to be bound by all 365th day is not a Business Day, the next succeeding Business Day). Each of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii)Company, the consummation of a Registered Exchange Offer shall relieve Co-Issuer and the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company Guarantors shall use its commercially reasonable efforts to keep the such 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 until the earlier provisions of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement Sections 6(b) and (Ac) have been sold pursuant hereof to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates extent necessary to ensure that it is available for resales of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof Initial Securities by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able Transfer Restricted Securities entitled to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance benefit of the Company’s obligations hereunderthis Section 4(a), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies and to ensure that it conforms with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereofthis Agreement, the Company will ensure that (A) 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 policies, rules and regulations of the Commission thereunderas announced from time to time, (B) any for a period of at least two years following the effective date of such Shelf Registration Statement and any amendment thereto (in either caseor shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). During the period during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, other than with respect to information included therein in reliance upon or in conformity with written information furnished the Company will, prior to the Company by or on behalf expiration of any Holder of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any that Shelf Registration Statement, 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 supplement to such prospectus (interruption in either case, other than with respect to Holders’ Information), does not include an untrue statement the ability of a material fact or omit to state a material fact necessary in order Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the statements thereinSecurities, in which shall be deemed the light “Shelf Registration Statement” for purposes of the circumstances under which they were made, not misleadingthis Agreement.

Shelf Registration. (a) If To the New Notes held extent not prohibited by non-Affiliates of any law or applicable SEC policy, in the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: event that (i) the Issuer is not permitted to 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 Issuer within 30 days after the commencement of the Exchange Offer that (1) due to any a change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that SEC policy it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible entitled to participate in the Registered Exchange Offer, (2) due to a change in law or SEC policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (other than due to its status as 3) it is a broker-dealer and owns Securities acquired directly from the Issuer or an Affiliate affiliate of the Company or as a Broker-Dealer); Issuer, or (iiiiv) for 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 other reasonof (i) through (iv), the Registered Exchange Offer is not consummated within 365 Issuer shall, at its cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Settlement Date; Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Company Issuer shall use its commercially reasonable efforts file the Shelf Registration Statement with the SEC on or prior to effect 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 in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a))clause (b)(ii) above shall be cancelled, file with provided, that such cancellation shall not relieve the CommissionIssuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(apayable), a Shelf Registration Statement covering resales of providing for the New Notes sale by the Holders thereof from time of all of the Registrable Securities affected thereby, and, to time the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in accordance 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 may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the methods of distribution elected by such Holders and set forth SEC to be included in such Shelf Registration Statement; providedStatement or Prospectus included therein, however, that no Holder shall be entitled to have the New Notes held by it covered by such reasonably request for inclusion in any Shelf Registration Statement unless such or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees in writing to be bound by furnish to the Issuer all of the provisions of this Agreement applicable to such Holder; and provided further that information with respect to a Shelf Registration Statement required pursuant such Holder necessary to Section 3(a)(iii), make any information previously furnished to the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) Issuer by such Holder not materially misleading. The Company shall Issuer agrees to use its commercially 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 until the earlier for a period of the date that is two years after from the Settlement Date Closing Time (or such shorter period provided for in any amendment to Rule 144(k) under the date 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 New Notes registered for resale under the Registrable Securities covered by the Shelf Registration Statement (A) have been sold pursuant thereto (subject to extension pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates last paragraph of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staffSection 3 hereof) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company , provided, however, that with respect to the Private Exchange Securities, if issued, the Issuer shall only be deemed not to have used its commercially reasonable efforts obligated to keep the Shelf Registration Statement effective during effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereofRegistration. The Issuer further agrees, if applicable. (iii) Notwithstanding any other provisions hereofnecessary, to supplement or amend the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement to such prospectus (or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in either casethis Section 2(b), other than solely with respect to Holders’ Information)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 include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingexceed $5,000,000.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon and the advice of outside counsel that it Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted to effect by applicable law or Commission policy (after the Registered Exchange Offer as contemplated by procedures set forth in Section 2 hereof; 6(a) hereof have been complied with) or (ii) with respect to any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer Transfer Restricted Securities (other than due to its status as by reason of being an Affiliate affiliate of the Company or as a Guarantor), such Holder notifies the Company within 20 Business Days following consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer); Dealer and holds Initial Securities acquired directly from the Company or (iii) for any other reasona Guarantor or one of their affiliates, then, upon such Holder’s request, the Registered Company and the Guarantors 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 is not consummated within 365 Registration Statement (in either event, the “Shelf Registration Statement”) and use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to the later of (A) 360 days after the Settlement Date; then Closing Date and (B) the earliest to occur of (1) the 90th day after the date on which the Company shall use its commercially reasonable efforts and the Guarantors determine that they are not required to effect file the Exchange Offer Registration Statement and (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities in accordance with subsection the case of clause (b1) below. above and, in the case of clause (i2) The Company shallabove, as promptly as practicable (but in no event more than 60 days after resales of Transfer Restricted Securities by the Company is so Holders of which shall have provided the information required pursuant to Section 3(a)), file with 4(b) hereof. The Company and the Commission, and thereafter Guarantors shall use its commercially their reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company shall use its commercially reasonable best efforts to keep the such 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 until the earlier provisions of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement Sections 6(b) and (Ac) have been sold pursuant hereof to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates extent necessary to ensure that it is available for resales of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof Initial Securities by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able Transfer Restricted Securities entitled to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance benefit of the Company’s obligations hereunderthis Section 4(a), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will and to ensure that (A) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies it conforms in all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission thereunderas announced from time to time, until the earliest of (Bi) any the date when all the Initial Securities covered by such Shelf Registration Statement and any amendment thereto (in either case, other than with respect can be sold to information the public under Rule 144 under the Securities Act without regard to the volume limitations included therein in reliance upon or in conformity with written information furnished 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 or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”a Guarantor) 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 (Cii) any Prospectus forming part the date on which all of any the Initial Securities covered by such Shelf Registration Statement, and any supplement to such prospectus (Statement are disposed of in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingaccordance therewith.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to because of any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, reason the Registered Exchange Offer is not consummated within 365 180 days following the Original Issue Date, (iii) any Holder notifies the Company prior to one year after the Original Issue Date that (x) due to a change in law or policy it is not entitled to participate in the Exchange Offer, (y) due to a change in law or policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, and such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such Holder and all similarly situated Holders or (z) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company or (iv) a majority of the Holders 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 the Company shall, at its cost: (A) use its best efforts to, prior to the later of (I) the date that is 90 days after the Settlement Date; then Original Issue Date and (II) the Company shall use its commercially reasonable efforts to effect date that is 30 days after the filing obligation arises, file with the SEC a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after relating to the Company is so required pursuant to Section 3(a)), file with the Commission, offer and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales sale of the New Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Transfer Restricted Notes and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled and use their best efforts to have the New Notes held by it covered by cause such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of declared effective under the provisions of this Agreement applicable Securities Act as promptly as possible, but in any event within 60 days after the filing obligation arises; provided that, if the filing obligation arises pursuant to such Holderclause (ii) above, then the Company shall file the Shelf Registration Statement on or prior to 210 days after the Original Issue Date; and provided further that that, with respect to Exchange Notes received by a Shelf 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 Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required pursuant to Section 3(a)(iii)by Regulation S-K Items 507 and/or 508, the consummation of a Registered Exchange Offer shall relieve the Company 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. If the Company is required to file a Shelf Registration Statement pursuant to clause (iii) above or pursuant to clause (iv) above, then the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 3(b2(a) but only in with respect to 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 offers and sales of its obligations Transfer Restricted Notes held by such Holder or such Initial Purchaser entitled to the rights under Section 3(a)(iii2(b)(iii)., as applicable, after completion of the Exchange Offer; (iiB) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier for a period of the date that is two years after its effective date or such shorter period which will terminate when all of the Settlement Date or the date that all New Transfer Restricted Notes registered for resale under covered by the Shelf Registration Statement (A) either have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant have ceased to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable.Transfer Restricted Notes; and (iiiC) Notwithstanding notwithstanding any other provisions hereof, the Company will ensure that (Ai) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations of the Commission thereunder, (Bii) any Shelf Registration Statement and any amendment thereto (in either casedoes not, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not 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 misleading, and (Ciii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders’ Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated is not consummated within 250 days of the Demand Date, (iii) Tontine 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 Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion it following consummation of the Registered Exchange Offer that or (iv) any Holder (other than an Exchanging Dealer) so requests because it is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, on a single occasion as promptly as practicable (but in no event more than 60 90 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing), but in no event more than 210 days after such requirement or request pursuant to this Section 2, a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than Tontine) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after (or for such longer period if extended pursuant to Section 3(j) below) from the Settlement Demand Date or such shorter period that will terminate when all the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due If, because (A) the Issuer is not required to file the Exchange Offer Registration Statement or (B) of any change changes in law law, SEC rules or in regulations or applicable interpretations thereof by the staff of the CommissionSEC, the Company determines upon the advice of outside counsel that it Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2.1 hereof; , (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) if for any other reason, reason the Registered Exchange Offer Registration Statement is not declared effective within 210 days of the Closing Date (or within 270 days of the Closing Date in the event the Exchange Offer Registration Statement is reviewed by the SEC) or the Exchange Offer is not consummated within 365 30 business days (or longer, if required by the federal securities laws) after the Settlement Date; date on which the Exchange Offer Registration Statement was declared effective by the SEC or (iii) if a Holder notifies the Issuer and the Guarantor prior to the 20th day following the consummation of the Exchange Offer that it (A) is not permitted to participate in the Exchange Offer, (B) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales or (C) is a broker-dealer and owns notes acquired directly from the Issuer or an affiliate of the Issuer, then in case of each of clauses (i) through (iii) the Company shall use its Issuer and the Guarantor shall, at the Issuer’s cost: (a) Use all commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shallfile, as promptly as practicable (but in no event more later than 60 45 days after any of the Company is so required pursuant to Section 3(a))circumstances in clauses (i) through (iii) above being satisfied, file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), SEC a Shelf Registration Statement covering resales relating to the offer and sale of the New Notes Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, howeverand thereafter shall use all commercially reasonable efforts to cause to be declared effective, that as promptly as practicable but no Holder shall be entitled to have the New Notes held by it covered by later than 90 days after such date described above, such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Statement. (iib) The Company shall use its Use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier for a period of two years from the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement is declared effective by the SEC (A) subject to Section 3(e)), or for such shorter period that will terminate when all 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 (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep ; provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement effective during shall be extended to the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able extent required to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies permit dealers to comply with the applicable prospectus delivery requirements of Section 4(i) hereof, if applicableRule 174 under the 1933 Act and as otherwise provided herein. (iiic) Notwithstanding any other provisions hereof, the Company will use all commercially reasonable efforts to ensure that (Ai) 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 of the Commission thereunder, (Bii) any Shelf Registration Statement and any amendment thereto (in either casedoes not, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not 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 (Ciii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders’ Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Issuer and the Guarantor agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, reason the Registered Exchange Offer is not consummated within 365 180 days after the Settlement Issue Date; , or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) any Securities validly tendered pursuant to the Registered Exchange Offer are not exchanged for Exchange Securities within 10 days of being accepted in the Registered Exchange Offer, then the following provisions shall apply: (a) The Company shall use its commercially reasonable best efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, file as promptly as practicable (but in no event more than 60 75 days after the Company is so required or requested pursuant to this Section 3(a)), file 2) with the CommissionCommission (the "Shelf Filing Date"), and thereafter shall use its commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and 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 Initial Purchasers) shall be entitled to have the New Notes Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders until of Transfer Restricted Securities (as defined below) for a period ending on the earlier of the date that is (i) two years after from the Settlement Issue Date or such shorter period that will terminate when all the date that all New Notes registered for resale under Transfer Restricted Securities covered by the Shelf Registration Statement (A) have been sold pursuant to thereto and (ii) the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of date on which the Company Securities become eligible for resale without volume restrictions pursuant to Rule 144 of under the Securities Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “"Shelf Registration Period”"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Transfer Restricted Securities covered thereby not being able to offer and sell such New Notes Transfer Restricted Securities during that period, unless (A) such action is required by applicable law or (B) such action is law; provided however, that the foregoing shall not apply to actions taken by the Company in good faith and for, in the Company’s good faith judgment, for valid business reasons (not including avoidance of the Company’s their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly within 30 days thereafter complies with the requirements of Section 4(i4(j) hereof. Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be resumed. If one or more Suspension Periods occur, if applicablethe two-year time period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period. (iiic) Notwithstanding any other provisions hereof, the Company will ensure that (Ai) any Shelf Registration Statement and any amendment thereto and any Prospectus 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, (Bii) 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 of Transfer-Restricted Securities 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 (Ciii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ ' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act If, and the applicable interpretations of the Commission and: only if, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, Commission the Company determines upon or the advice of outside counsel that it is Guarantor are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, reason the Registered Exchange Offer is not consummated within 365 210 days after the Settlement Issue Date; , or (iii) any Initial Purchaser so requests within 210 days after the consummation of the Registered Exchange Offer with respect to Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder (other than an Initial Purchaser) to participate in the Registered Exchange Offer, or (v) any Holder (other than an Initial Purchaser) that participates in the Registered Exchange Offer does not receive freely transferable Exchange Notes in exchange for tendered Notes (other than as a result of such Holder being an affiliate of the Company or the Guarantor), then the Company following provisions shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall, and the Guarantor shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 60 days after the Company is so required or requested pursuant to this Section 3(a)), file 2 and not earlier than 180 days after the Issue Date) with the CommissionCommission (the "Shelf Filing Date"), and thereafter shall use its commercially their reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder shall be entitled that, with respect to have Exchange Notes received by the New Initial Purchasers in exchange for Notes constituting any portion of an unsold allotment and with respect to Notes or Exchange Notes held by it covered an Exchanging Dealer, the Company and the Guarantor may, if permitted by such Shelf current interpretations by the staff of the Commission, file a post-effective amendment to the Exchange Offer Registration Statement unless such Holder agrees containing the information required by Items 9.B and 9.D of Form 20-F, as applicable, in writing to be bound by all satisfaction of the provisions of their obligations under this Agreement applicable to such Holder; and provided further that subsection (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provision herein applicable to, a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Statement. (iib) The Company and the Guarantor shall use its commercially their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders until of Transfer Restricted Securities for a period ending on the earlier earliest of (i) two years from the Issue Date, (ii) the date that is two years after on which all the Settlement Date or the date that all New Notes registered for resale under Transfer Restricted Securities covered by the Shelf Registration Statement (A) have been sold pursuant to thereto and (iii) the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of date on which the Company Notes become eligible for resale without volume restrictions pursuant to Rule 144 of under the Securities Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “"Shelf Registration Period”"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iiic) Notwithstanding any other provisions hereof, the Company and the Guarantor will ensure that (Ai) any Shelf Registration Statement and any amendment thereto when it becomes effective, and any Prospectus 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, (Bii) any Shelf Registration Statement and any amendment thereto when it becomes effective (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 of Transfer-Restricted Securities 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 (Ciii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ ' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; is not consummated within 400 days of the Issue Date and (iiiii) any Holder of New Notes notifies the Company in writing not more (other than 20 days after completion of the Registered Exchange Offer that it an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (iA) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the CommissionCommission a registration statement (the “Shelf Registration Statement” and, and thereafter shall use its commercially reasonable efforts to cause to be declared effective together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that (1) in the case contemplated by clause (a)(i) of this Section, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective on or prior the 180th day of the Issue Date (unless it becomes effective automatically upon filing), and (2) in the cases contemplated by clauses (a)(ii) and (a)(iii) of this Section 2, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective on or prior the 90th date after the date on which the Shelf Registration Statement is required to be filed (unless it becomes effective automatically upon filing), provided, further, that no Holder (other than the Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iiB) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after (or for such longer period if extended pursuant to Section 3(j) below) from the Settlement Issue Date or such shorter period that will terminate when all the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iiiC) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (ai) If the New Notes held Exchange Offer is not permitted by non-Affiliates applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(b) hereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company prior to the 20th business day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company are or any of its Affiliates, then the 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) the date on which the Company determines that the Exchange Offer Registration Statement cannot freely tradable be filed as a result of clause (a)(i) of this Section and (ii) the date on which the Company receives the notice specified in clause (a)(ii) of this Section (the 60th day after such earlier date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 144 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities; and (II) use their commercially reasonable best efforts to cause such Shelf Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Filing Deadline for the Shelf Registration Statement (such 180th day the "EFFECTIVENESS DEADLINE"). If, after the Company has and the Guarantors have filed an Exchange Offer Registration Statement 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 Guarantors shall remain obligated to meet the Effectiveness Deadline set forth in clause (II) above. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their commercially reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) hereof and (c) hereof and in conformity with the requirements of this Agreement, the Act and the applicable interpretations policies, rules and regulations of the Commission and: as announced from time to time, for a period of at least two years (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required extended pursuant to Section 3(a))6(c)(i) hereof) following the Closing Date, file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by or such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company shall use 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 part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablethereto. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. In the event that (ai) If the New Notes Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not available under applicable law and regulations and currently prevailing interpretations of the staff of the SEC, (ii) the Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (z) the Trust becoming subject to more than a de minimis amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not declared effective within 180 days of the Issue Date or (iv) upon the request of the Initial Purchaser with respect to any Registrable Securities held by non-Affiliates it, if such Initial Purchaser is not permitted, in the opinion of the Company are not freely tradable Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, pursuant to Rule 144 of the Act and the applicable law or applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the CommissionSEC, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due to its status as an Affiliate any of the Company or as events specified in (i)-(iv) being a Broker-Dealer); or (iii) for any other reason"Shelf Registration Event" and the date of occurrence thereof, the Registered "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer is not consummated within 365 days after contemplated by Section 2(a), as the Settlement Date; then case may be, the Company Corporation and the Trust shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable their best efforts to cause to be declared effective under filed as promptly as practicable after such Shelf Registration Event Date, as the Act case may be, and, in any event, within 150 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Company is so required pursuant to Section 3(aIssue Date), a Shelf Registration Statement covering resales of providing for the New Notes sale by the Holders thereof from time of all of the Registrable Securities, and shall use its best efforts to time in accordance with the methods of distribution elected by such Holders and set forth in have such Shelf Registration Statement; provided, however, that no Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to have the New Notes held by it covered by such include any of its Registrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; Holder and provided further furnishes to the Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Corporation and the Trust all information with respect to a Shelf Registration Statement required pursuant such Holder necessary to Section 3(a)(iii), make the consummation of a Registered Exchange Offer shall relieve information previously furnished to the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) Corporation by such Holder not materially misleading. The Company shall Corporation and the Trust agree to use its commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effectiveeffective 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), supplemented and amended as required by (ii) or (iii) or (b) 270 days in the Actcase 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), in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier or for such shorter period which will terminate when all of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under Registrable Securities covered by the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration "Effectiveness Period”"). The Company Corporation and the Trust shall not permit any securities other than Registrable Securities to be deemed not included in the Shelf Registration. In the event a Shelf Registration Statement is declared effective, the Corporation and the Trust will provide to have used its commercially each Holder a reasonable efforts to keep number of copies of the Prospectus which is a part of the Shelf Registration Statement effective during and notify each such Holder when the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able has become effective. The Corporation and the Trust will use their best efforts to offer and sell take such New Notes during that period, unless (A) such action is other actions as are required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance to permit unrestricted resales of the Company’s obligations hereunder), including, without limitation, Registrable Securities. The Corporation and the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereofTrust further agree, if applicable. (iii) Notwithstanding any other provisions hereofnecessary, to supplement or amend the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement to such prospectus (in either case, other than or amendment promptly after its being used or filed with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to because of any change in law or in applicable interpretations thereof by the Commission's staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , or (ii) any Holder of New Notes notifies Securities validly tendered pursuant to the Company in writing Registered Exchange Offer are not more than 20 exchanged for Exchange Securities within 180 days after completion the Issue Date, or (iii) the Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer that it is Offer, or (iv) any applicable law or interpretations do not eligible permit any Holder (other than the Initial Purchaser) to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); Offer, or (iiiv) for any other reason, Holder that participates in the Registered Exchange Offer is does not consummated within 365 days after receive freely transferable Exchange Securities, other than restrictions imposed on Exchanging Dealers, in exchange for tendered Securities, or (vi) the Settlement Date; Company so elects, then the following provisions shall apply: (a) The Company shall use its commercially reasonable best efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, file as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective effective, a shelf registration statement on an appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined below) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and 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 shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to Exchange Securities or Private Exchange 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 Shelf post-effective amendment to the Exchange Offer Registration Statement containing the information required pursuant to Section 3(a)(iii)by Regulation S-K Items 507 and/or 508, the consummation of a Registered Exchange Offer shall relieve the Company as applicable, in satisfaction of its obligations under this Section 3(b2(a) but only in with respect of its obligations under Section 3(a)(iii)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. (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders until of Transfer Restricted Securities for a period ending on the earlier of the date that is (i) two years after from the Settlement Issue Date or such shorter period that will terminate when all the date that all New Notes registered for resale under Transfer Restricted Securities covered by the Shelf Registration Statement (A) have been sold pursuant to thereto and (ii) the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of date on which the Company Securities become eligible for resale without volume restrictions pursuant to Rule 144 of under the Securities Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “"Shelf Registration Period”"). The Company shall be deemed not will have the ability to have used its commercially reasonable efforts to keep suspend the availability of the Shelf Registration Statement effective for no more than 45 consecutive days or no more than an aggregate of 90 days during any consecutive twelve-month period if it determines, in its reasonable judgment, upon advice of counsel, that the continued effectiveness and use of the Shelf Registration Period if it voluntarily takes any action that Statement would result in Holders (x) require the disclosure of New Notes registered material information which the Company has a bona fide business reason for resale thereby not being able to offer and sell such New Notes during that periodpreserving as confidential, unless (A) such action is required by applicable law or (By) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company (the "Suspension Period"). A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such action registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is taken advised in writing by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance that use of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicableprospectus may be resumed. (iiic) Notwithstanding any other provisions hereof, the Company will ensure that (Ai) any Shelf Registration Statement and any amendment thereto and any Prospectus 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, (Bii) 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 of Transfer-Restricted Securities 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 (Ciii) any Prospectus prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ ' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon the advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reasonreason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing 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 365 days 30 Business Days after the Settlement DateExchange 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) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) The Company shalland the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, as promptly as practicable (but in no event more than 60 if later, 150 days after the Company is so required pursuant to Section 3(a)), file with the Commission, Closing Date) and thereafter shall use its commercially their respective reasonable best efforts to cause to be declared effective under the Act within 150 75 days of such filing (or, if later, 270 days after the Company is so required Closing Date), pursuant to subsection (a) of this Section 3(a)3, a Shelf Registration Statement covering resales relating to the offer and sale of the New Notes Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderHolder and 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 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 Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Statement. (ii) The Company and the Guarantors shall use its commercially 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 until for a period (the earlier of “Shelf Registration Period”) from the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant cease to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicableoutstanding. (iii) Notwithstanding any other Subject to the provisions of Section 4 hereof, the Company will ensure that (A) any and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (B) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon the advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reasonreason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing 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 365 days 30 Business Days after the Settlement DateExchange 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) any Holder notifies the Company that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer; (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (C) it is a Broker-Dealer and owns Securities acquired directly from the Company or an Affiliate of the Company, then the Company and the Guarantors shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) The Company shalland the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises (or, as promptly as practicable (but in no event more than 60 if later, 150 days after the Company is so required pursuant to Section 3(a)), file with the Commission, Closing Date) and thereafter shall use its commercially their respective reasonable best efforts to cause to be declared effective under the Act within 150 75 days of such filing (or, if later, 270 days after the Company is so required Closing Date), pursuant to subsection (a) of this Section 3(a)3, a Shelf Registration Statement covering resales relating to the offer and sale of the New Notes Securities or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderHolder and 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 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 Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Statement. (ii) The Company and the Guarantors shall use its commercially 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 until for a period (the earlier of “Shelf Registration Period”) from the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant cease to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicableoutstanding. (iii) Notwithstanding any other Subject to the provisions of Section 4 hereof, the Company will ensure that (A) any and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (B) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon the advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) the Registered Exchange Offer has not been consummated by the Exchange Date; or (iii) any Holder of New Notes notifies the Company in writing not more than 20 within 30 days after completion 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 eligible to participate resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or (other than due to its status as an Affiliate of C) it is a broker-dealer and owns Securities acquired directly from the Company or as a Broker-Dealer); or (iii) for any other reasonan affiliate of the Company, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company and the Guarantors shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) The Company shalland the Guarantors shall use their respective reasonable best efforts to file with the Commission within 30 days after such filing obligation arises, as promptly as practicable (but in no event more earlier than 60 days the 210th calendar day after the Company is so required pursuant to Section 3(a)), file with the CommissionClosing Date, and thereafter shall use its commercially their respective reasonable best efforts to cause to be declared effective under the Act within 150 75 days after the Company is so required of such filing, pursuant to subsection (a) of this Section 3(a)3, a Shelf Registration Statement covering resales relating to the offer and sale of the New Notes Securities or the Exchange Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderHolder and 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 further, that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii)Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the consummation of a Registered Exchange Offer shall relieve Company and the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effectiveGuarantors may, supplemented and amended as required if permitted by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable current interpretations thereof by the Commission’s staff) (, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such caseExchange Offer Registration Statement, such period being called the “Shelf Registration Period”). The Company as so amended, shall be deemed not referred to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer herein as, and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken governed by the Company in good faith and forprovisions herein applicable to, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; is not consummated within 240 days of the Issue Date (iithe “Consummation Deadline”), (iii) any Holder of New Notes notifies Initial Purchaser so requests with respect to the Company Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in writing not more than 20 days after completion the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that it or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of and such Holder notifies the Company or as a Broker-Dealer); or (iii) for any other reason, within 90 days following consummation of the Registered Exchange Offer is or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not consummated receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests within 365 90 days after following consummation of the Settlement Date; then Registered Exchange Offer, the Company shall use its commercially reasonable efforts to effect take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a Shelf Registration Statement in accordance with subsection (b) below.“Trigger Date”): (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after the Company is so required pursuant to Section 3(a))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, Commission and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 no later than 180 days after the Company is so required pursuant to Section 3(a)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 Shelf “Registration Statement covering resales Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after the Settlement Date (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. In the event that (ai) If the New Notes held by non-Affiliates of the Company are determines that the Exchange Offer Registration provided for in Section 2(a) above is not freely tradable pursuant to Rule 144 of available or may not be completed as soon as practicable after the Act and the last Exchange Date because it would violate any applicable law or applicable interpretations of the Commission and: Staff of the SEC, (iii) due the Exchange Offer is not for any other reason completed by June 30, 2003, (iii) after June 30, 2003, at the request of any Holder with respect to any change 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 applicable interpretations thereof by of the staff of the CommissionSEC, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer and thereby receive securities that are freely tradable without restriction under the Securities Act and applicable blue sky or state securities laws (other than due solely to its the status of such Holder as an Affiliate of the Company or as a Participating Broker-Dealer); ) or (iiiiv) for in the case of any Holder (other reasonthan a Participating Broker-Dealer) that is eligible to participate in the Exchange Offer, and properly tenders its Registrable Securities in accordance with the Registered procedures of the Exchange Offer is Offer, and such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange and any such Holder so requests, the Company shall use its commercially reasonable best efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shallcause to be filed as soon as practicable after such determination, date or request, as promptly as practicable the case may be (but in no event more than 60 30 days after the Company is so required pursuant to Section 3(a))such determination, file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(adate or request), a Shelf Registration Statement covering resales providing for the sale of all the New Notes Registrable Securities by the Holders thereof from time (other than Registrable Securities owned by Holders who have elected not to time in accordance with the methods of distribution elected by include such Holders and set forth Registrable Securities in such Shelf Registration Statement; provided, however, that no Holder shall be entitled Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under this paragraph) and to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing declared effective by the SEC. In the event that the Company is required to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to file a Shelf Registration Statement required pursuant to Section 3(a)(iii)clause (iii) or (iv) of the preceding sentence, the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) The Company shall use its commercially reasonable 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 held by the Holders after completion of the Exchange Offer. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by effective until the Act, in order to permit the Prospectus forming part thereof Securities cease to be usable by Holders until Registrable Securities (the earlier of the date that is two years after the Settlement Date "Shelf Effectiveness Period"). The Company further agrees to supplement or the date that all New Notes registered for resale under amend the Shelf Registration Statement (A) have been sold pursuant 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 (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use its best efforts to cause any such case, amendment to become effective and such period being called the “Shelf Registration Period”)Statement and Prospectus to become usable as soon as thereafter practicable. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Registrable Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) law. Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (B) any Shelf Registration Statement related prospectus and any amendment thereto (in either caseor supplement thereto, other than with respect as of the effective date of the Shelf Registration Statement, amendment or supplement, not to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of contain any Holder of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated is not consummated within 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 Section 2 hereof; it following consummation of the Registered Exchange Offer or (iiiv) any Holder of New Notes (other than an Exchanging Dealer) notifies the Company in writing not more than during the 20 business days after completion following consummation of the Registered Exchange Offer that it is was not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable practicable, but not later than the later of (but in no event more than 60 i) 180 days (or if the 180th day is not a business day, the first business day thereafter) after such obligation arises and (ii) 270 days (or if the 270th day is not a business day, the first business day thereafter) after the Company is so required pursuant to Section 3(a))Issue Date of the Initial Securities, file with the Commission, 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until of the relevant Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate upon the earlier of the date that is two years after (i) when all the Settlement Date or the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (A) 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 (B) are freely tradable by non-Affiliates of the Company pursuant cease to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”)be outstanding. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of its respective effective date, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect file ------------------ the Registered Exchange Offer as contemplated Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by Section 2 hereofapplicable law or SEC policy; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated (as defined in Section 2(a)) within 365 180 days after the Settlement Original Issue Date; then (iii) any Holder of Notes notifies the Company shall use its commercially reasonable efforts prior to effect the 20th day following consummation of the Exchange Offer that (a) due to a Shelf Registration Statement change in accordance with subsection law or SEC policy such Holder is not entitled to participate in the Exchange Offer, (b) below.due to a change in law or SEC policy such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (c) such Holder is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company; or (iv) the Holders of a majority in aggregate principal amount of the Notes are not eligible to participate in the Exchange Offer and to receive Exchange Notes that they may resell to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, the Company shall, 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) The Company shall, as promptly as practicable through (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a)iv) above, a Shelf Registration Statement covering resales relating to the offer and sale of the New Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Transfer Restricted Notes and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled and use its best efforts to have the New Notes held by it covered by cause such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of declared effective under the provisions of this Agreement applicable 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 Holder; and filing obligation arises, provided further that that, with respect to Exchange Notes received by a Shelf 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 pursuant to Section 3(a)(iii)by Regulation S-K Items 507 and/or 508, the consummation of a Registered Exchange Offer shall relieve the Company as applicable, in satisfaction of its obligations under this paragraph (A) solely with respect to broker-dealers who acquired their Notes as a result of market making or other trading activities, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. In the event that the Company is required to file a Shelf Registration Statement, upon notice from any Holder not eligible to participate in the Exchange Offer pursuant to clause (iii) above or pursuant to clause (iv) above, the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 3(b2(a) but only with respect to all Transfer Restricted Notes that are eligible to participate in the Exchange Offer and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of its obligations under Section 3(a)(iii).Transfer Restricted Notes held by such Holder after completion of the Exchange Offer; (iiB) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier for a period of the date that is two years after its effective date (or until one year after the Settlement Date or the effective date that all New Notes registered for resale under of the Shelf Registration Statement if such Shelf Registration Statement is filed pursuant to clause (Aiv) above) or such shorter period which will terminate when all of the Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable.Statement; and (iiiC) Notwithstanding notwithstanding any other provisions hereof, the Company will use its best efforts to ensure that (Ai) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations of the Commission thereunder, (Bii) any Shelf Registration Statement and any amendment thereto (in either casedoes not, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not 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 misleading, and (Ciii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders’ Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its best efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or in applicable interpretations thereof by SEC policy, (B) the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 375 days after the Settlement Issue Date; , (C) any Holder of Transfer Restricted Notes notifies the Company within 20 Business Days after the commencement of the Exchange Offer that (1) due to a change in applicable law or SEC policy it is not entitled to participate in the Exchange Offer, (2) due to a change in applicable law or SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (3) it is a broker-dealer and owns Transfer Restricted Notes acquired directly from the Company or an affiliate of the Company or (D) the Majority Holders 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 (any of the events specified in (A)-(D) being a “Shelf Registration Event”), then the Company shall shall, at its own cost, use its commercially reasonable best efforts to effect a file the Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than on or prior to 60 days (or if such 60th day is not a Business Day, on or prior to the first Business Day thereafter) after the Company is so required pursuant to Section 3(a)), file with the Commissionsuch filing obligation arises, and thereafter shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective or become effective, as applicable, under the Securities Act within 150 on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to the first Business Day thereafter) after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statementfiling obligation arises; provided, however, that no Holder if the Company has not consummated the Exchange Offer within 375 days (or if such 375th day is not a Business Day, on or prior to the first Business Day thereafter) of the Issue Date, then the Company will use its reasonable best efforts to file with the SEC on or prior to the 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Notes, and shall be entitled use its reasonable best efforts to have the New Notes held by it covered by such Shelf Registration Statement be declared or become effective, as applicable, under the Securities Act no later than 60 days (or if such 60th day is not a Business Day, no later than the first Business Day thereafter) after such Shelf Registration Statement was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees furnishes to the Company in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be bound by included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all of the provisions of this Agreement applicable to such Holder; and provided further that information with respect to a Shelf Registration Statement required pursuant such Holder necessary to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve make any information previously furnished to the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)by such Holder not materially misleading. (ii) The Company shall agrees to use its commercially 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 effective until the earlier second anniversary of the effective date that is two years after the Settlement Date or the date that all New Notes registered for resale under of the Shelf Registration Statement (Asubject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Transfer Restricted Notes covered by such Shelf Registration Statement have been sold pursuant thereto or cease to the Shelf Registration Statement be outstanding or (B) are freely tradable by non-Affiliates of the Company pursuant otherwise cease to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staffbe Transfer Restricted Notes) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereoffurther agrees, if applicable. (iii) Notwithstanding any other provisions hereofnecessary, to supplement or amend the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Notes copies of any such supplement to such prospectus or amendment (in either caseor, other than with respect to Holders’ Information)documents incorporated by reference, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make available) promptly after its being used or filed with the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; is not consummated within 225 days of the Issue Date (iior, if such 225th day is not a business day, the first business day thereafter), (iii) any Holder of New Notes notifies Initial Purchaser so requests with respect to the Company Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in writing not more than 20 days after completion the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that it or (iv) 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 due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 45 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective 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 within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted 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 the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities for a period of two years after the Settlement Date (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to If, because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 2(a) hereof; , (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 270 days following the Issue Date or (B) the Exchange Offer is not consummated within 45 days after effectiveness of the 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 of New (other than an Initial Purchaser holding Notes notifies under the Company circumstances referred to in writing not more than 20 days after completion of the Registered Exchange Offer that it clause (iv) below) is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate under applicable law or applicable interpretations of the Company staff of the Commission or as a Broker-Dealerelects to participate in the Exchange Offer but does not receive Exchange Notes which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Initial Purchaser prior to the 90th day following the consummation of the Exchange Offer with respect to any Registrable Notes held by it, if such Initial Purchaser is not permitted, in the opinion of its counsel, pursuant to applicable law or applicable interpretations of the staff of the Commission, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and the securities or blue sky laws of any state of the United States or other jurisdiction (any of the events specified in (i); or , (ii), (iii) for any other reasonor (iv) being herein referred to as a "Shelf Registration Event" and the date of occurrence thereof being herein referred to as a "Shelf Registration Event Date"), the Registered Exchange Offer is not consummated within 365 days Company shall, at its cost: (A) as promptly as practicable, but no later than (a) the 270th day after the Settlement Date; then Issue Date or (b) the Company shall use its commercially reasonable efforts to effect 60th day after any such filing obligation arises, whichever is later, file with the Commission a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after relating to the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales resale of the New Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Holders Registrable Notes and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled ; (B) use its reasonable best efforts to have the New Notes held by it covered by cause such Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all of the provisions of this Agreement applicable Commission as promptly as practicable, but in no event later than the 60th day after the date on which the Company is required to such Holderfile the Shelf Registration Statement; and provided further it being understood that with respect in the event that the Company is required to file a Shelf Registration Statement required 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 3(a)(iii)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, the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii).as applicable; (iiC) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Actrequired, in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier for a period of the date that is two years after the Settlement Issue Date or (subject to extension pursuant to the date that last paragraph of Section 3) or, if earlier, until all New of the Registrable Notes registered for resale under the covered by such Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement or in accordance with the intended method of distribution thereunder, (Bii) are freely tradable by non-Affiliates of the Company become eligible for resale pursuant to Rule 144 of 144(k) under the 1933 Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding cease to be Registrable Notes (the "Effectiveness Period"); and (D) notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (Ai) any the Shelf Registration Statement and any each amendment thereto (if any) and any the Prospectus forming a part thereof and any each amendment or supplement thereto complies comply in all material respects with the Act and the rules and regulations of the Commission thereunderSecurities Act, (Bii) any neither the Shelf Registration Statement and nor any amendment thereto (in either casethereto, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not contain when it becomes effective, contains an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (Ciii) any except during circumstances described in the last two paragraphs of Section 3, neither the Prospectus forming part of any the Shelf Registration Statement, and Statement nor any amendment or supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include thereto includes an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this provision shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Holder of Registrable Notes expressly for use therein. During any 365-day period, the Company may, by notice to the Holders, suspend the availability of the Shelf Registration Statement and the use of the Prospectus for up to two periods, regardless of duration, but not more than an aggregate of 60 days, or for one period not to exceed 30 consecutive days, if: (i) such action is required by applicable law; (ii) such action is taken by the Company in good faith and for valid business reasons, including the acquisition or divestiture of assets or a material corporate transaction or event; or (iii) the happening of any event or the discovery of any fact that makes any statement made in the Shelf Registration Statement or Prospectus untrue in any material respect or constitutes an omission to state a material fact in the Shelf Registration Statement or Prospectus. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 5 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration.

Shelf Registration. If (i) the Company is not permitted to 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 consummated by the Target Consummation Date, (iii) any holder of Notes notifies the Company that (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any a change in law or policy, in applicable interpretations thereof by the staff opinion of the Commissioncounsel, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible entitled to participate in the Registered Exchange Offer, (b) due to a change in law or policy, in the opinion of counsel, it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (other than due x) the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder and (y) such prospectus is not promptly amended or modified in order to its status as an Affiliate of be suitable for use in connection with such resales for such holder and all similarly situated holders or (c) it is a broker-dealer and owns Notes acquired directly from the Company or as an affiliate of the Company, (iv) the holders of a Broker-Dealer); majority of the Notes 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 or (iiiv) for any other reason, the Registered Exchange Offer is shall not have been consummated within 365 150 days after the Settlement Date; Issue Date (the date of any of (i)-(v), the "SHELF REGISTRATION EVENT DATE"), then the Company shall shall, at its cost, use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective under filed a Shelf Registration Statement prior to the Act within later of (A) 30 days after the Shelf Registration Event Date and (B) 150 days after the Company is so required pursuant Issue Date and use its best efforts to Section 3(a), a cause the Shelf Registration Statement covering resales to be declared effective by the SEC on or prior to 90 days after the filing of the New Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no . Each Holder shall be entitled as to have the New Notes held by it covered by such which any Shelf Registration Statement unless such Holder is being effected agrees in writing to be bound by furnish to the Company all of the provisions of this Agreement applicable to such Holder; and provided further that information with respect to a Shelf Registration Statement required pursuant such Holder necessary to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve make any information previously furnished to the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) by such Holder not materially misleading. The Company shall agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required effective for a period of two years from the Issue Date (subject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Transfer Restricted Notes covered by the Act, in order to permit the Prospectus forming part thereof such Shelf Registration Statement have been sold pursuant thereto or cease to be usable by Holders until outstanding) (the earlier "EFFECTIVENESS PERIOD"); PROVIDED, HOWEVER, that the Effectiveness Period in respect of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. The Company shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration. The Company further agrees, 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 (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required Securities Act or by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, the Company will ensure that (A) 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 Act and the rules and regulations of thereunder for shelf registrations, and the Commission thereunder, (B) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect Company agrees to information included therein in reliance upon or in conformity with written information furnished furnish to the Company by or on behalf Holders of Transfer Restricted Notes copies of any Holder of Transfer-Restricted Securities specifically for use therein (such supplement or amendment promptly after its being used or filed with 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSEC.

Shelf Registration. (a) If To the New Notes held extent not prohibited by non-Affiliates of any law or applicable SEC policy, in the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: event that (i) the Issuer is not permitted to 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 Issuer within 30 days after the commencement of the Exchange Offer that (1) due to any a change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that SEC policy it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible entitled to participate in the Registered Exchange Offer, (2) due to a change in law or SEC policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (other than due to its status as 3) it is a broker-dealer and owns Securities acquired directly from the Issuer or an Affiliate affiliate of the Company or as a Broker-Dealer); Issuer, or (iiiiv) for 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 other reasonof (i) through (iv), the Registered Exchange Offer is not consummated within 365 Issuer shall, at the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Settlement Date; Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Company Issuer shall use its commercially reasonable efforts file the Shelf Registration Statement with the SEC on or prior to effect 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 in accordance with subsection (b) below. (i) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a))clause (b)(ii) above shall be cancelled, file with provided, that such cancellation shall not relieve the CommissionIssuer of any obligation to pay Additional Interest, if Additional Interest is otherwise due and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(apayable), a Shelf Registration Statement covering resales of providing for the New Notes sale by the Holders thereof from time of all of the Registrable Securities affected thereby, and, to time the extent not declared effective automatically by the SEC, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable and, in accordance 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 may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the methods of distribution elected by such Holders and set forth SEC to be included in such Shelf Registration Statement; providedStatement or Prospectus included therein, however, that no Holder shall be entitled to have the New Notes held by it covered by such reasonably request for inclusion in any Shelf Registration Statement unless such or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees in writing to be bound by furnish to the Issuer all of the provisions of this Agreement applicable to such Holder; and provided further that information with respect to a Shelf Registration Statement required pursuant such Holder necessary to Section 3(a)(iii), make any information previously furnished to the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (ii) Issuer by such Holder not materially misleading. The Company shall Issuer agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required for a period of six months from the Closing Time or such shorter period that will terminate when all the Registrable Securities covered by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement (A) have been sold pursuant thereto (subject to extension pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates last paragraph of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staffSection 3 hereof) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company , provided, however, that with respect to the Private Exchange Notes, if issued, the Issuer shall only be deemed not to have used its commercially reasonable efforts obligated to keep the Shelf Registration Statement effective during effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereofRegistration. The Issuer further agrees, if applicable. (iii) Notwithstanding any other provisions hereofnecessary, to supplement or amend the Company will ensure that (A) 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 Act and the rules and regulations of the Commission thereunder, (B) 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement to such prospectus (or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in either casethis Section 2(b), other than solely with respect to Holders’ Information)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 include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingexceed $5,000,000.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) any Holder of New Notes Transfer Restricted Securities notifies the Company in writing not more than 20 days after completion prior to the 20th business day following the consummation of the Registered Exchange Offer that (A) it is prohibited by law or policy of the Commission from participating in the Registered Exchange Offer, (B) it may not eligible to participate resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resale or (other than due to its status as an Affiliate of C) that is a broker-dealer and owns Securities acquired directly from the Company or as a Broker-Dealer); an affiliate of the Company, or (iii) the Initial Purchasers so request with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for any other reason, Exchange Securities in the Registered Exchange Offer is not consummated within 365 days after and held by it following consummation of the Settlement Date; then Registered Exchange Offer, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement take the following actions (the date on which any of the conditions described in accordance with subsection (b) below. the foregoing clauses (i) through (iii) occur, including in the case of clauses (iii) or (iii) the receipt of the required notice, being a “Trigger Date”): (a) The Company shall, as shall promptly as practicable (but in no event more than 60 90 days after the Company is so required pursuant to Section 3(aTrigger Date (such 90th day being a “Filing Deadline”)), ) file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective under the Act within 150 as soon as practicable and in any event no later than 120 days after the Company is so required pursuant to Section 3(a)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 Shelf “Registration Statement covering resales Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the New Notes Transfer Restricted 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 the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after the Settlement Date (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staffSecurities Act, or any successor rule thereof) (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations otherwise permitted hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicable. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or and in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does ), not to contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) any Holder the Registered Exchange Offer is not consummated within 180 days of New Notes notifies the Company Issue Date, (iii) the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in writing not more than 20 days after completion the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that it or (iv) any Holder (other than an Exchanging Dealer or the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than due to its status as an Affiliate of Exchanging Dealer or the Company or as a Broker-Dealer); or (iiiInitial Purchaser) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 30 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective 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 within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after the Settlement Date (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in the Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereof, the Company will ensure that (Ai) any the Shelf Registration Statement and any amendment thereto and any Prospectus 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, (Bii) any the Shelf Registration Statement and any amendment thereto (in either casedoes not, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder of Transfer-Restricted Securities specifically for use therein (the “Holders’ Information”) does not 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 (Ciii) any Prospectus prospectus forming part of any the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information)prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If Upon the New Notes held by non-Affiliates receipt of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law or in applicable interpretations thereof by the staff of the Commissiona Purchaser Request requesting a Shelf Registration, the Company determines upon the advice of outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; shall, within five (ii5) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible receipt thereof, give written notice of such request to participate in the Registered Exchange Offer all Purchaser Holders (other than due the Purchaser Holder so requesting) and, subject to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reasonlimitations below, the Registered Exchange Offer is not consummated within 365 days after the Settlement Date; then the Company shall use its commercially reasonable best efforts to effect a Shelf Registration Statement prepare and file (as expeditiously as practicable, and in accordance with subsection any event within thirty (b30) below. (idays of the receipt of such request) The Company shall, as promptly as practicable (but in no event more than 60 days after the Company is so required pursuant to Section 3(a)), file with the Commission, and thereafter shall use its commercially reasonable efforts to cause to be declared effective under the Act within 150 days after the Company is so required pursuant to Section 3(a), SEC a Shelf Registration Statement covering resales the resale of all Registrable Securities then held by the Purchaser Holders. (b) Without limiting the rights of the New Notes 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 thereof from time (other than the Holder so requesting) and, subject to time the limitations below, shall use its reasonable best efforts to prepare and file (as expeditiously as practicable, and in accordance any event within thirty (30) days of the receipt of such request) with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the New Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to SEC a Shelf Registration Statement required pursuant to Section 3(a)(iii), covering the consummation resale of a Registered Exchange Offer shall relieve all Registrable Securities then held by the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Holders. (iic) 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 the Shelf such Registration Statement continuously effectiveeffective under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations or, supplemented and amended as required by if earlier, until (i) in the Actevent of a Registration Statement filed pursuant to Section 2(b), in order to permit the Prospectus forming part thereof to be usable by Holders until the earlier of the date that is two years after the Settlement Date or the date that on which all New Notes registered Registrable Securities are eligible for resale under Rule 144 without any volume, manner of sale or other restrictions or (ii) the Shelf date on which all Registrable Securities covered by such Registration Statement (A) have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) (in any such case, such period being called the “Shelf Registration Effectiveness Period”). The Company shall be deemed not to have used its commercially reasonable efforts to keep notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the Shelf SEC that a Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of New Notes registered for resale thereby not being able to offer and sell such New Notes during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablehas been declared effective. (iiid) Notwithstanding If at any other 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 hereofof 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 will ensure shall use its reasonable best efforts to persuade the SEC that (A) any Shelf the offering contemplated by the Registration Statement is a valid secondary offering and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (B) 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 not an offering “by or on behalf of any Holder the issuer” as defined in Rule 415. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of Transfer-Restricted 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 specifically for use therein participating in the Shelf Registration, (i) remove from the Registration Statement such portion of the Registrable Securities (the “Holders’ InformationCut Back Shares”) does 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 contain able to be included in a Registration Statement filed pursuant to this Section 2 shall reduce the number of Registrable Securities of each Holder covered by such Registration Statement pro rata based on the number of Registrable Securities held by each such Holder. The Company shall have no liability to any Holder as a result of the Registration Statement covering less than all of the Registrable Securities under the circumstances described in this section. Within nine (9) months, or such earlier time as permitted by the SEC, of the initial registration filed hereunder being declared effective, the Company shall file an untrue 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. (e) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2, (i) during the ninety (90) day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within thirty (30) days of the Purchaser Request or Registration Request, as the case may be, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) ninety (90) days after the filing of such registration statement; provided, however, that in the case of clause (ii), the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for the avoidance of doubt, this clause (ii) shall be incremental to, and not in lieu of, the Company’s relief from its shelf registration obligation under clause (i) above. (f) Notwithstanding the foregoing, 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, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders by reason of a material fact pending or omit to state a material fact required to be stated therein imminently prospective transaction or necessary to make the statements therein not misleading development and (C) any Prospectus forming part of any Shelf therefore suspending such Registration Statement’s effectiveness is essential, and any supplement the Company shall have the right to suspend such prospectus effectiveness for a period of not more than sixty (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, 60) days in the light aggregate after receipt of the circumstances under which they were madePurchaser Request or Registration Request, as the case may be; provided, however, that the Company may not misleadingutilize this right more than twice in any twelve (12) month period.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer as contemplated by Section 2 hereof; is not consummated within 310 days of the Issue Date, (iiiii) any Holder of New Notes notifies Initial Purchaser so requests with respect to the Company Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in writing not more than 20 days after completion the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer that it or (iv) 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 due to its status as an Affiliate of the Company or as a Broker-Exchanging Dealer); or (iii) for any other reason, that participates in the Registered Exchange Offer is Offer, such Holder does not consummated within 365 days after receive freely tradeable Exchange Securities on the Settlement Date; then date of the exchange and any such Holder so requests, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the Commission, Commission and thereafter shall use its commercially reasonable best 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 appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes 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 elected by such Holders and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration StatementStatement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii). (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after (or for such longer period if extended pursuant to Section 3(j) below) from the Settlement Issue Date or such shorter period that will terminate when all the date that all New Notes registered for resale under Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiic) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: (i) due to any change in law law, Commission policy or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines Issuers determine upon the advice of their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, reason the Registered Exchange Offer is not consummated within 365 360 days after of the Settlement Closing Date; then or (iii) any Holder, prior to the Company effectiveness of the Exchange Offer Registration Statement, notifies the Issuers that (a) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (b) it may not resell New Securities acquired by it in the Registered Exchange Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns notes acquired directly from the Issuers or an affiliate of the Issuers, the Issuers shall promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file and use its their commercially reasonable efforts to effect cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (b) If the Shelf Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, (i) The Company shall, the Issuers shall as promptly as practicable (but in no event more later than 60 360 days after the Company Closing Date (or if such 360th day is so required pursuant not a Business Day, the next succeeding Business Day)) use their commercially reasonable efforts to Section 3(a)), file with the Commission, Commission and thereafter shall use its their commercially reasonable efforts to cause to be declared effective under the Act within 150 90 days (or if such 90th day is not a Business Day, the next succeeding Business Day) after the Company is so required pursuant to Section 3(a)filing thereof with the Commission, a Shelf Registration Statement covering resales relating to the offer and sale of the Securities or the New Notes Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement required pursuant to Section 3(a)(iii), the consummation of a Registered Exchange Offer shall relieve the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Statement. (ii) The Company Issuers shall use its their 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 until the earlier of for a period from the date that is two years after the Settlement Date or the date that all New Notes registered for resale under the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (B) are freely tradable by non-Affiliates one year from the effective date of the Company pursuant to Rule 144 of the Act (and applicable interpretations thereof by the Commission’s staff) Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company Issuers shall be deemed not to have used its commercially their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law or (B) such action is otherwise taken by the Company Issuers in good faith and for, in the Company’s good faith judgment, for valid business reasons (not including avoidance of the Company’s Issuers’ obligations hereunder), including, without limitation, including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of assets and (y) permitted pursuant to Section 4(i4(k)(ii) hereof, if applicable. (iii) Notwithstanding any other provisions hereof, The Issuers shall cause the Company will ensure that (A) any Shelf Registration Statement and the related Prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement or 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 thereunder, (B) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If the New Notes held by non-Affiliates of the Company are not freely tradable pursuant to Rule 144 of the Act and the applicable interpretations of the Commission and: If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company determines upon the advice of outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) any Holder of New Notes notifies the Company in writing not more than 20 days after completion of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer (other than due to its status as an Affiliate of the Company or as a Broker-Dealer); or (iii) for any other reason, the Registered Exchange Offer is not consummated within 365 220 days after of the Settlement 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; then or (iv) any Holder (other than an Exchanging Dealer) notifies the Company in writing that it is prohibited by law or SEC policy from participating in the Registered Exchange Offer or may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by it, the Company shall use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall, at its cost, as promptly as practicable (but in no event more than 60 days after the Company is so required or requested pursuant to this Section 3(a)), 2) file with the CommissionCommission a registration statement (the “Shelf Registration Statement” and, and thereafter shall use its commercially reasonable efforts to cause to be declared effective together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act within 150 days after relating to the Company is so required pursuant to Section 3(a), a Shelf Registration Statement covering resales offer and sale of the New Notes Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the New Notes Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect . (b) The Company shall (x) in the case of clause (i) above, use its reasonable best efforts to a cause the Shelf Registration Statement required pursuant to Section 3(a)(iiibe declared effective under the Securities Act on or prior to the 180th day after the Issue Date and (y) in the case of clause (ii), (iii) or (iv) above, use its reasonable best efforts to cause the consummation of a Registered Exchange Offer shall relieve Shelf Registration Statement to be declared effective under the Company of its obligations under this Section 3(b) but only in respect of its obligations under Section 3(a)(iii)Securities Act on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed. (iic) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders until the earlier of the date that is relevant Securities, for a period of two years after the Settlement Date (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all New Notes registered for resale under the Securities covered by the Shelf Registration Statement (Ai) have been sold pursuant to the Shelf Registration Statement thereto or (Bii) are freely tradable by non-Affiliates of the Company pursuant to no longer restricted securities (as defined in Rule 144 of under the Act (and applicable interpretations thereof by the Commission’s staff) (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of New Notes registered for resale Securities covered thereby not being able to offer and sell such New Notes Securities during that period, unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for, in the Company’s good faith judgment, valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(i) hereof, if applicablelaw. (iiid) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (A) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any Prospectus forming part thereof and any or supplement thereto complies thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, thereunder and (Bii) not to contain 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 of Transfer-Restricted Securities 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 (C) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders’ Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.