Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. The Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Prior to the Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company will to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC (no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Impax and filed by the Company in accordance with Section 6.01 of the Transaction Agreement (the “Form S-4 Registration Statement”), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to the extent such information was not previously included in the Form S-4 Registration Statement) a shelf “shelf” registration statement on Form S-3 (or successor form) pursuant S-1 with the SEC with respect to resales of all Registrable Shares to be held by Amneal Group following the Closing in accordance with Rule 415 under (together with any additional registration statements filed to register any Registrable Shares, the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating ). Prior to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration StatementClosing, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company Impax shall use its reasonable best efforts to cause the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as promptly as reasonably possible after filing with the SEC and (ii) maintain the effectiveness of (and availability for use of) such Shelf Registration Statement on Form S-1 (including by, without limitation, filing any post-effective amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 has been declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be declared or otherwise become in the form of a post-effective under the Securities Act. Any such registration pursuant amendment to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as on Form S-1, covering all of the Company is eligible to use Form S-3 (or successor form), the Company shall then Registrable Shares and will maintain the continuous effectiveness of the Shelf Registration Statement on Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the resale of a number of Registrable Shares which is equal to the maximum period number of shares as is permitted by SEC the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Shares to be registered for each Amneal Group Member in such registration statement shall replace be reduced pro rata (i) first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Shelf Registration Statement at Company-Assisted PIPE Transaction, in each case based on the proportion that the number of Registrable Shares held by such Amneal Group Member or before expirationshares held by such purchasers pursuant to such registration statement bears to the total number of Registrable Shares or shares held by such purchasers, if as applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (be registered pursuant to such period of effectiveness, the “Shelf Period”)registration statement.

Shelf Registration Statement. The Company will file within ninety (90) Within 45 calendar days of receipt of the date hereof (initial written request from the Initiating Holder or if 30 calendar days of receipt of a later time for filing is requested subsequent written request from the Initiating Holder, which subsequent request may be made by the TPG StockholdersInitiating Holder once in accordance with Section 5.5(a), at such later time) with Parent shall prepare, file and use reasonable best efforts to have declared effective by the SEC a shelf registration statement on Form S-3 (statement, or successor form) pursuant to Rule 415 under the Securities Act (which terminate suspension of an effective shelf registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities sale by any TPG Stockholder the Holder(s) at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof a delayed or continuous basis in accordance with Rule 415 under the methods Securities Act and in accordance with this Agreement, of distribution set forth in all the Plan Registrable Securities then held by the Holder(s) (each, a “Registration Statement”). If, at the time of Distribution section filing of the Shelf a Registration Statement, andthe Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, if Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such Shelf rule. If the Registration Statement is not so eligible to become effective within ninety (90) days of the date hereofupon filing, the Company Parent shall use its reasonable best efforts to cause such Shelf have the Registration Statement to declared effective as promptly be declared or otherwise become effective under as practicable (with such date on which the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Holder(s) included in the Registration Statement a “Shelf copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration.” For so long as , in form and substance reasonably acceptable to the Company is eligible to use Form S-3 (or successor formHolder(s), addressed to the Company shall maintain Holder(s), including, confirming that the continuous effectiveness Registration Statement is effective and that all of the Shelf Registration Statement for the maximum period permitted by SEC rulesRegistrable Securities have been duly registered and, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement subject to the extent any transfer restrictions contained in Section 4 of this Agreement, are freely transferable and that all of the Registrable Securities remain outstanding (such period of effectiveness, have been admitted for listing on the “Shelf Period”)New York Stock Exchange.

Shelf Registration Statement. The Company will file within ninety (90a) As soon as practicable but no later than thirty (30) calendar days of after the date hereof (the “Filing Date”), the Company shall prepare and file with (or if a later time for filing is requested by confidentially submit to) the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement on Form S-3 (or successor form) pursuant to under Rule 415 under of the Securities Act (which such registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to covering the offer and resale of all the Registrable Securities by any TPG Stockholder at any time (determined as of two Business Days prior to such filing) on a delayed or continuous basis and from time shall use its commercially reasonable efforts to time have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the expiration of the ninety (90) day period beginning on the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of Business Days that the Commission remains closed for operations. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the methods terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of distribution set forth in the Plan Securities Act until such time as there are no longer any Registrable Securities. If at any time the Company shall have qualified for the use of Distribution section a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration StatementStatement due to limitations on the use of Rule 415 of the Securities Act, and, if such Shelf Registration Statement shall register for resale such number of Registrable Securities which is not effective within ninety (90) days equal to the maximum number of Registrable Securities as is permitted by the date hereofCommission. In such event, the Company shall use reasonable best efforts number of Registrable Securities or other shares to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to registered for each selling stockholder named in the Shelf Registration Statement shall hereinafter be referred reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to as a “Shelf Registration.” For so long as register additional shares under Rule 415 under the Company is eligible to use Form S-3 (or successor form)Securities Act, the Company shall maintain the continuous effectiveness of amend the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement at shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or before expiration, Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 120 calendar days if applicable, with a successor effective the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to the extent any Registrable Securities remain outstanding further review (such period of effectivenessearlier date, the “Shelf PeriodAdditional Effectiveness Date”); provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 2.

Shelf Registration Statement. The Company will Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (“Redemption Shares”) requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (a “Registration Request”), the Corporate Manager agrees to confidentially submit or file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement on Form S-3 (S-1 or successor form) such other form under the Securities Act then available to the Corporate Manager providing for the resale of all of the Redemption Shares issuable to the Non-Managing Members participating in the Registration Request pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible from time to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) time (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof ); provided however, that not more than two such registrations may occur each year. Except as provided in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofthis Section 8.5, the Company Corporate Manager shall use reasonable its best efforts to cause such Shelf Registration Statement to promptly be declared effective by the Commission as soon as reasonably practicable after the initial submission or otherwise become filing thereof and to keep such Shelf Registration Statement effective under the Securities Actfor a period of at least 180 days. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred provide for the resale from time to as time, and pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a “direct sale to purchasers or a sale through brokers or agents) by the holders of the Corporate Shares covered by such Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form)Registration Statement. In connection therewith, the Company shall maintain the continuous effectiveness Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Shelf Registration Statement Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be obligated to effect a registration pursuant to this Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the maximum period permitted by SEC rulesaccount of the Corporate Manager (an “IPO Registration Statement”). In addition, and shall replace if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) the filing of a registration statement could jeopardize or delay any Shelf Registration Statement at contemplated material transaction or before expiration, if applicable, would require the disclosure of material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the Corporate Manager then is unable to comply with a successor effective Shelf Registration Statement requirements of the Commission applicable to the extent any Registrable Securities remain outstanding requested registration (such period of effectiveness, the “Shelf Period”).notwithstanding its commercially reasonable efforts to so comply) or

Shelf Registration Statement. The Company will file within ninety As soon as practicable after the Closing Date, but in no event more than one hundred eighty (90180) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofClosing Date, the Company shall use reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities (the “Shelf Registration”) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (such Registration Statement, together with any post-effective amendment thereto and any new Registration Statement filed pursuant to this Section 3.1(a), are collectively referred to herein as the “Shelf Registration Statement”). The Shelf Registration Statement filed hereunder shall be on Form S-3 or any successor form (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). Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to promptly be declared such Shelf Registration Statement or otherwise become effective a new Shelf Registration Statement) under the Securities Act. Any Act until all Registrable Securities covered by such registration pursuant to the Shelf Registration Statement shall hereinafter be referred have been sold pursuant to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the such Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf or another Registration Statement at filed under the Securities Act or before expiration, if applicable, with a successor effective Shelf Registration Statement otherwise cease to the extent any be Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”). The Company will pay all Registration Expenses in connection with the Shelf Registration, whether or not any registration or Prospectus becomes effective or final.

Shelf Registration Statement. The Company will file within ninety (90) days of the date hereof (or if a later At any time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant and from time to Rule 415 under the Securities Act (which registration statement, if time when the Company is eligible to utilize a Shelf Registration, subject to the availability of required financial information, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file such, shall be as an automatic shelf with the Securities and Exchange Commission a registration as defined in Rule 405 statement under the Securities Act) Act for the Shelf Registration (a “Shelf Registration Statement”) relating ). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the offer and resale Securities Act as soon as practicable after the initial filing of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the such Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofand once effective, the Company Corporation shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become remain continuously effective under for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities Act. Any covered by such registration Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall hereinafter use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be referred filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to as a “Shelf Registration.” For so long as occur of (i) the Company is expiration of the Holdback Period and (ii) the Corporation becoming eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the file a Shelf Registration Statement for a Short-Form Registration; provided that any of the maximum period permitted by SEC rulesOriginal LLC Owners may, and shall replace any with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement at the Registrable Securities owned by or before expirationissuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, if applicable, with a successor effective the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the extent contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities remain outstanding (or any other Holder if such period of effectiveness, resale does not require a supplement to the “Shelf Period”)Registration Statement.

Shelf Registration Statement. The Company will file within ninety (90a) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf Parent shall use its commercially reasonable efforts to keep its registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating continuously effective under the Securities Act in order to permit the offer and resale Prospectus forming a part thereof to be usable by the Seller for the sale of Registrable Securities by any TPG Stockholder at any time and from time to time following until the expiration date as of which there are no Registrable Securities outstanding. Without limiting the ninety (90) day period beginning foregoing, Parent shall file on the date hereof in accordance with Closing Date a Prospectus supplement naming the methods Seller (subject to receipt of distribution set forth in the Plan of Distribution section of information reasonably requested by Parent necessary to complete such Prospectus supplement). Except as would not materially restrict or impair Seller’s rights to use the Shelf Registration Statement, and, if such Parent hereby represents and warrants that (i) the Shelf Registration Statement referred to in this ‎Section 5.23 is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement or any post-effective within ninety amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by Parent; (90ii) days at the time of initial filing of the Shelf Registration Statement and at the time of the most recent amendment thereto for purposes of compliance with Section 10(a)(3) of the Securities Act, and at the time Parent was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405; (iii) as of the date hereof, no order suspending the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the maximum period permitted Securities Act against Parent or related to the offering has been initiated or threatened by SEC rules, and shall replace any the SEC; (iv) as of the applicable effective date of the Shelf Registration Statement at or before expirationand any amendment thereto, if applicable, with a successor effective the Shelf Registration Statement complied and will comply with the Securities Act, and the rules and regulations of the SEC thereunder, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the extent statements therein not misleading; and (v) as of the date of the Prospectus and any Registrable Securities remain outstanding (such period of effectivenessamendment or supplement thereto, the “Shelf Period”)Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration Statement. The Company will file within Issuer agrees that, as soon as practicable but no later than (i) forty-five (45) calendar days following the Merger Closing Date and (ii) ninety (90) calendar days following the Issuer’s most recent fiscal year end (the date the Registration Statement (as defined below) is actually filed, the “Filing Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Acquired Shares (the “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the Filing Date if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the 10th business day after the date hereof the Issuer is notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (or if a later time for filing is such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the TPG StockholdersIssuer to effect the registration of the Acquired Shares, at and Subscriber shall use reasonable efforts to execute such later time) documents in connection with such registration as the SEC Issuer may reasonably request that are customary of a shelf registration statement selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Following the Effectiveness Date, if the transfer restrictions as set forth on Form S-3 (or successor form) pursuant Exhibit A to Rule 415 under this Subscription Agreement are no longer required by the Securities Act (which registration statementor any applicable state securities laws, if upon request of Subscriber, the Company is eligible Issuer shall use its commercially reasonable efforts to file suchcooperate with Subscriber to have such transfer restrictions removed, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating including providing authorization to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf RegistrationIssuer’s transfer agent.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The As promptly as practicable after the Closing Date but in no event more than 21 days thereafter, the Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholdersshall, at such later timeits sole expense, use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Entities necessary or advisable in order to include all Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) with in the SEC a Company’s existing Form S-3 shelf registration statement on Form S-3 file with the SEC (File No. 333-165016) (the “Shelf Registration Agreement”). Upon receipt of the necessary approvals described in the preceding sentence (if any are needed), the Company shall as soon as practicable file a post-effective amendment to the Shelf Registration Statement to register the resale of the Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) not already registered thereby, or successor form) pursuant to Rule 415 under the Securities Act (which will file a new shelf registration statement, if to register the Company is eligible resale of such Shares not already registered thereby, and in each case will use commercially reasonable efforts to file such, shall be as an automatic cause any such shelf registration as defined in Rule 405 under statement (either the Securities Act) (a “Shelf Registration Statement”) relating post-effective amendment to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, andor the new shelf registration statement) to become effective as soon as practicable. For the avoidance of doubt, if such the post-effective amendment to Shelf Registration Statement is not effective within ninety (90) days or the new shelf registration statement, as applicable, and the rights and obligations of the date hereof, Series A Holders and the Company with respect thereto, shall use reasonable best efforts continue to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant subject to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness terms and conditions of Section 10 of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Investment Agreement.

Shelf Registration Statement. The Company will file within ninety (90) days of As soon as reasonably practicable after the date hereof and in any event within five (or if a later time for filing is requested by 5) business days following the TPG Stockholdersconsummation of the Acquisition, at such later time) the Company shall prepare and file with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities sale by any TPG Stockholder Seller and Seller Owners at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof a delayed or continuous basis in accordance with Rule 415 under the methods Securities Act and in accordance with this Agreement, of distribution set forth in all the Plan Shares (the "Registration Statement"). If, at the time of Distribution section filing of the Shelf Registration Statement, andthe Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, if the Company shall file the Registration Statement as an automatic shelf registration statement pursuant to such Shelf rule. If the Registration Statement is not so eligible to become effective within ninety (90) days of the date hereofupon filing, the Company shall use its reasonable best efforts to cause such Shelf have the Registration Statement to declared effective as promptly be declared or otherwise become effective under as practicable (with such date on which the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be becomes effective referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 "Effective Date"). Promptly (i) upon the filing thereof in the case of an automatic shelf or successor form)(ii) upon receipt of an order of the SEC declaring the Registration Statement effective, the Company shall maintain the continuous effectiveness deliver to Seller and any of the Shelf Seller Owners included in the Registration Statement a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing the Company for the maximum period permitted by SEC rulespurposes of such Registration, in form and shall replace any Shelf substance reasonably acceptable to Seller and the Seller Owners, addressed to Seller and the Seller Owners, including, confirming that the Registration Statement at or before expirationis effective and that all of the Shares have been duly registered and, if applicable, with a successor effective Shelf Registration Statement subject to the extent any Registrable Securities remain outstanding (such period transfer restrictions contained in this Agreement, are freely transferable and that all of effectiveness, the “Shelf Period”)shares have been admitted for listing on the NASDAQ Stock Market.

Shelf Registration Statement. The Company will file within ninety (90) Within 120 days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of after the date hereof, the Company shall file with the Commission a Shelf Registration relating to the offer and sale of (i) all of the Registrable Securities and (ii) all shares of Company Common Stock that the Company is requested to register under the Existing Shareholder Agreement. Thereafter, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared effective within 180 days after the date hereof. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, subject to the other provisions of this Section 1.02(a), in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Registrable Securities, until the second anniversary of the date hereof or otherwise become such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant thereto or cease to be outstanding. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective under date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities ActAct and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein). Any The filing of the Shelf Registration Statement and the causing of the Shelf Registration Statement to be declared effective shall be at the Company’s own expense as provided in Section 1.02(c). Notwithstanding any other provision of this Agreement to the contrary, if there is (i) material non-public information regarding the Company which the Company’s Board of Directors reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such registration time, (ii) there is a significant business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, share exchange, tender offer or other similar transaction) available to the Company which the Board reasonably determines to be significantly disadvantageous for the Company to disclose or (iii) there is any other event or condition of similar significance to the Company that the Board reasonably determines to be significantly disadvantageous for the Company to disclose and which the Company is not otherwise required to disclose at such time (each, a “Disadvantageous Condition”), and the Company’s Board of Directors shall adopt a resolution setting forth in reasonable detail the Disadvantageous Condition (giving due regard to any confidentiality or competitive considerations), then the Company shall not be required to file any amendment or supplement required to maintain the effectiveness of the Shelf Registration until the earlier of (x) 120 days following the date such resolution was adopted and (y) the date such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders) and upon receipt of any such notice of a Disadvantageous Condition all Holders selling securities pursuant to the Shelf Registration Statement shall hereinafter be referred discontinue use of the prospectus contained in the Shelf Registration Statement and, if so directed by the Company, each Holder shall deliver to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form)all copies, other than permanent file copies, then in such Holder’s possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice. The Company shall maintain use it reasonable best efforts to cause a Disadvantageous Condition to cease to apply as soon as practicable after the continuous Company’s Board of Directors determines that a Disadvantageous Condition applies. The Company may not suspend the effectiveness or availability of the Shelf Registration Statement pursuant to this Section 1.02(a) for more than 120 consecutive days. Within 20 days after receiving a notice of a Disadvantageous Condition, the maximum period permitted applicable Requesting Holders may withdraw any outstanding Demand Request by SEC rulesgiving written notice thereof to the Company, and shall replace any Shelf Registration Statement at or before expirationand, if applicablewithdrawn, with a successor effective Shelf Registration Statement such Demand Request shall be deemed not to the extent any Registrable Securities remain outstanding (such period have been made for purposes of effectiveness, the “Shelf Period”)this Agreement.

Shelf Registration Statement. The If the Company will file within ninety (90) days of the date hereof (has not filed an IPO Registration Statement by June 15, 2012, or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 IPO Registration Statement has been filed but has not been declared effective under the Securities Act (which registration statementby October 31, if 2012, the Company is eligible to shall, no later than the Filing Deadline, file such, shall be as an automatic with the Commission a shelf registration as defined in Rule 405 Registration Statement on Form S-1 or such other form under the Securities Act) Act then available to the Company (a “Shelf Registration Statement”) relating to the offer and resale sale of the Registrable Securities by any TPG Stockholder at any time and the Holders from time to time following the expiration of the ninety (90) day period beginning on the date hereof pursuant to Rule 415 in accordance with the methods of distribution elected by such Holders holding a majority of the Registrable Securities and set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofsuch date, the Company “Filing Date”) and, thereafter, shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant Act as soon as practicable after the initial filing thereof, but no later than 120 calendar days following the Filing Date; provided, however, that the Company may, upon written notice to all Holders, postpone having the Shelf Registration Statement shall hereinafter be referred declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a “whole. The Company agrees to use commercially reasonable efforts to keep such Shelf Registration.” For so long Registration Statement continuously effective for a period ending on the earlier of (i) six months from the Effective Time; provided, that, all of the Registrable Securities are eligible for sale without any volume or manner of sale restrictions pursuant to Rule 144 (or any successor or analogous rule) under the Securities Act, or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that if the Company is has an effective Shelf Registration Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 (or successor form)such other short-form registration statement form under the Securities Act, the Company may, upon 30 Business Days prior written notice to all Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within 15 Business Days of receipt of the Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall maintain delay the continuous effectiveness of the short-form Registration Statement and termination of the then-effective initial Registration Statement or any short-form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the date that the Company receives the notice from such Holders requesting a delay. Any Shelf Registration Statement shall provide for the resale from time to time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Securities. If the Company has not filed an IPO Registration Statement by June 15, 2012, or such IPO Registration Statement has been filed but has not been declared effective under the Securities Act by October 31, 2012, the obligation to file the Shelf Registration Statement for by the maximum period permitted applicable Filing Deadline may be waived and/or extended, in writing, by SEC rulesthe holders of at least 75% of the shares of Common Stock held by the Holders, WLR IV Parallel ESC, L.P. and WLR Recovery Fund IV, L.P. Each Holder of any Securities at the time or thereafter outstanding shall replace be bound by any Shelf Registration Statement at such waiver or before expirationextension effected pursuant to this Section 2(a), if applicable, with a successor effective Shelf Registration Statement whether or not any notice or writing indicating such waiver or extension is delivered to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Holder.

Shelf Registration Statement. a. The Company will shall, at its expense, prepare and file within ninety with the SEC, as soon as practicable, but in no event later than one hundred twenty (90120) days days, following the registration of the date hereof Class A Common Stock or Class B Common Stock of the Company under the Securities Act or the Exchange Act (an "EFFECTIVE REGISTRATION") or if any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "FILING DEADLINE"), a later time for filing is requested Shelf Registration Statement with respect to resales of the Transfer Restricted Securities by the TPG Stockholders, at such later time) with the SEC Holders from time to time on a shelf registration statement on Form S-3 (delayed or successor form) continuous basis pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration Act as soon as practicable after the Filing Deadline, but in no event later than one hundred and eighty (180) days after the completion of the Effective Registration or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "EFFECTIVENESS DEADLINE"). The first filing of the Shelf Registration Statement shall hereinafter be referred to contain the "Plan of Distribution" section in substantially the form attached hereto as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Exhibit B. The Company shall maintain the continuous effectiveness of 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 the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at Statement, or before expiration, if applicable, with a successor effective Shelf Registration Statement to by the extent any Registrable Securities remain outstanding (such period of effectivenessAct, the “Shelf Period”Exchange Act or the SEC. The Company shall not register any Class A Common Stock or any other securities for the benefit of any Person other than the Company or a holder of Existing Incidental Registration Rights, in advance of registering the Transfer Restricted Securities pursuant to this Section 2.1 or pursuant to Section 2.2 (other than a registration on Form S-4).

Shelf Registration Statement. (a) The Company will agrees to use commercially reasonable efforts to submit to or file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC within thirty (30) days after the Closing Date a shelf registration statement on Form S-3 (S-1 or successor form) pursuant such other form of registration statement as is then available to effect a registration under the Securities Act permitting the offer and resale of Registrable Securities from time to time under Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating ), and shall use its commercially reasonable efforts to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of cause the Shelf Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof but no later than the earlier of (a) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing; and the 10th business day after the date the Company is notified (orally or in writing, andwhichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. A Registration Statement filed pursuant to this Section 3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, if and requested by, any Holder pursuant to its review of such Registration Statement under Section 6.1(k) of this Agreement. The Company shall use its commercially reasonable efforts to effect any such Shelf Registration Statement and to keep it continuously effective until such date on which the securities covered by such Shelf Registration Statement are no longer Registrable Securities. During the period that the Shelf Registration Statement is not effective within ninety (90) days of the date hereofeffective, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared supplement or otherwise become effective under the Securities Act. Any such registration pursuant make amendments to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities remain outstanding (held by the Holders until all securities covered by such period of effectiveness, the “Shelf Period”)Registration Statement have ceased to be Registrable Securities.

Shelf Registration Statement. The Company will Operating Partnership and the Guarantor shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering (i) all of the Registrable Securities Act not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of all applicable series of Notes for which registration statement, if Section 2(c)(ii)(D) applies (the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating ). The Operating Partnership and the Guarantor shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the offer and resale 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth Holders in the Plan of Distribution section of manner or manners designated by them (but not including any underwritten offerings). The Operating Partnership and the Guarantor shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of . The Operating Partnership and the date hereof, the Company Guarantor shall use their respective reasonable best efforts to cause such the Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any Act on or prior to the date that is 180 days after delivery of the Shelf Notice and to keep the Shelf Registration Statement continuously effective under the Securities Act until the date that is two years from the Closing Date (or such registration shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement extended to the extent any Registrable required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Act and as otherwise provided herein.

Shelf Registration Statement. The Company will Operating Partnership and the Partnership shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering (i) all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes as to which Section 2(c)(ii)(D) is applicable (the "Shelf Registration Statement"). The Operating Partnership and the Partnership shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Operating Partnership and the Partnership shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership and the Partnership shall use their respective reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating on or prior to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section that is 180 days after delivery of the Shelf Registration Statement, and, if such Notice and to keep the Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become continuously effective under the Securities Act. Any Act until the date that is two years from the Closing Date (or such registration shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement extended to the extent any Registrable required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Act and as otherwise provided herein.

Shelf Registration Statement. The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if on or prior to the 90th day after the Company determines or is eligible notified that such a Shelf Filing Event has occurred and (y) to file such, shall be as an automatic shelf registration as defined in Rule 405 keep the Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is two years from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (90the “Effectiveness Period”), or such shorter period ending when (i) days of all Registrable Notes covered by the date hereof, the Company shall use reasonable best efforts to cause such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to promptly be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement at or before expiration, if applicable, with a successor where such post-effective Shelf Registration Statement amendment is not yet effective and needs to be declared effective to permit holders to use the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)related Prospectus.

Shelf Registration Statement. The (a) On or before the Closing Date, the Company will file within ninety (90) days shall use its commercially reasonable efforts to register all of the date hereof (or if a later time for Registrable Securities by filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) Statement relating to the offer and resale sale of the Registrable Securities by any TPG Stockholder at any time and the Holders from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution elected by such Holders and set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company and shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act by the Closing; provided, however, that if having the Shelf Registration Statement filed or declared effective as of the Closing will cause the issuance of the Acquisition Securities to the Investor Group at Closing to fail to meet an applicable exemption from the registration requirements of the Securities Act, the Shelf Registration Statement may be declared effective under the Securities Act no later than 10 days following the Closing (if the condition to the Closing under the Purchase Agreement relating to such Shelf Registration Statement has been waived). Any The Company shall use its commercially reasonable efforts to keep such registration pursuant Shelf Registration Statement continuously effective during the period from the date a Shelf Registration Statement is declared effective by the SEC until the first date on which (i) the Total Ownership Amount is less than the Registration Share Total, (ii) following the first anniversary of the date hereof, all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (iii) no member of the Investor Group is an "affiliate" of the Company as such term is defined in Rule 144 and all Registrable Securities held by all members of the Investor Group may be sold in a single transaction under Rule 144(k) (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Shelf Registration Statement shall hereinafter be referred or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to as a “Shelf Registration.” For so long as the registration form used by the Company is eligible for such Shelf Registration Statement or by the Securities Act, any state securities or "blue sky" laws, or any other rules and regulations thereunder). No Person other than the Holders and the Spanish Holders shall be entitled to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of have included in the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period shares of effectiveness, the “Shelf Period”)Common Stock.

Shelf Registration Statement. The Company will file shall (a) as soon as reasonably practicable within ninety sixty (9060) days of after the date hereof (or if a later time for filing is requested by the TPG StockholdersEffective Date, at such later time) file with the SEC Commission a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act on Form S-3 (or any successor formform or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (which registration statement, if or any successor rule thereto) and includes a Prospectus (the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration StatementProspectus”) relating to that permits the offer and resale disposition of all Registrable Securities by any TPG Stockholder at any time and from time subject to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety and (90b) days of the date hereof, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the Securities Act. Any such registration pursuant Effective Date if the Company receives comments to the Shelf Registration Statement from the staff of the Commission (“SEC Comments”) or ninety (90) days after the Effective Date if the Company does not receive SEC Comments. The Company shall hereinafter use its reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement and the Shelf Prospectus as may be referred necessary to as a keep such Shelf Registration Statement effective and to comply with the provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all Registrable Securities subject thereto during the period (the “Shelf Registration.” For so long as Registration Statement Effective Period”) beginning on the Company is eligible to use Form S-3 (or successor form), date the Company shall maintain staff of the continuous effectiveness of Commission declares the Shelf Registration Statement for effective and ending on the maximum period permitted by SEC rulesearliest to occur of (i) 36 months after the effective date of such Shelf Registration Statement, and shall replace any (ii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement at or before expiration, if applicable, with a successor effective (iii) the date when all Registrable Securities covered by the Shelf Registration Statement first become eligible for sale pursuant to Rule 144 under the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Act without volume limitation or other restrictions on transfer thereunder.

Shelf Registration Statement. The Company will file within ninety (90a) days of As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or if a later time for filing is requested by confidentially submit to) the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement on Form S-3 (or successor form) pursuant to under Rule 415 under of the Securities Act (which such registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to covering the offer and resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective by any TPG Stockholder at any time the Commission as soon as practicable after the filing thereof and from time to time no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the expiration Filing Date and (y) the 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the ninety (90) day period beginning on Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the date hereof Shelf Registration Statement in accordance with the methods of distribution set forth in terms hereof, and shall prepare and file with the Plan of Distribution section of the Shelf Registration StatementCommission such amendments, andincluding post-effective amendments, if such and supplements as may be necessary to keep a Shelf Registration Statement is not effective within ninety (90) days continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the date hereofSecurities Act until such time as there are no longer any Registrable Securities. If, at any time the Company shall have qualified for the use reasonable best efforts of a Form S-3 or any other form which permits incorporation of substantial information by reference to cause other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement to promptly be declared or otherwise become effective under on Form S-1, then the Securities Act. Any Company shall, as soon as reasonably practical, convert such registration pursuant to the outstanding Shelf Registration Statement shall hereinafter be referred to as on Form S-1 into a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)on Form S-3.

Shelf Registration Statement. The Company will file within ninety (90) days of As soon as reasonably practicable after the date hereof and in any event within five (or if a later time for filing is requested by 5) business days following the TPG Stockholdersconsummation of the Acquisition, at such later time) Parent shall prepare and file with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities sale by any TPG Stockholder the Stockholders receiving Shares in the Merger (including the Escrow Agent) (the "Selling Stockholders") at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof a delayed or continuous basis in accordance with Rule 415 under the methods Securities Act and in accordance with this Agreement, of distribution set forth in all the Plan Shares (the "Registration Statement"). If, at the time of Distribution section filing of the Shelf Registration Statement, andthe Registration Statement is eligible to become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act, if Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such Shelf rule. If the Registration Statement is not so eligible to become effective within ninety (90) days of the date hereofupon filing, the Company Parent shall use its reasonable best efforts to cause such Shelf have the Registration Statement to declared effective as promptly be declared or otherwise become effective under as practicable (with such date on which the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be becomes effective referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 "Effective Date"). Promptly (i) upon the filing thereof in the case of an automatic shelf or successor form), the Company shall maintain the continuous effectiveness (ii) upon oral receipt of an order of the Shelf SEC declaring the Registration Statement effective, Parent shall deliver to the Stockholders' Agent a copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the maximum period permitted by SEC rulespurposes of such Registration, in form and shall replace any Shelf substance reasonably acceptable to the Stockholders' Agent, addressed to the Stockholders' Agent, in such capacity as a representative of the Stockholders receiving Shares in the Merger, including, confirming that the Registration Statement at or before expirationis effective and that all of the Shares have been duly registered and, if applicable, with a successor effective Shelf Registration Statement subject to the extent any Registrable Securities remain outstanding (such period transfer restrictions contained in this Agreement, are freely transferable and that all of effectiveness, the “Shelf Period”)shares have been admitted for listing on the NASDAQ Stock Market.

Shelf Registration Statement. In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law, rule, regulation or order or interpretation of the Staff, (ii) the Exchange Offer is not for any other reason completed by March 27, 2006 or (iii) upon completion of the Exchange Offer, and upon the request of the Initial Purchaser, with respect to the Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by such Initial Purchaser following consummation of the Exchange Offer, the Company and the Guarantors shall use their commercially reasonable efforts to (x) cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and (y) have such Shelf Registration Statement declared effective by the SEC as promptly as practicable after it is filed. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable 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 Initial Purchaser after completion of the Exchange Offer. The Company will file within ninety (90) days and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the expiration of the date hereof period referred to in Rule 144(k) (or if a later time for filing is requested by the TPG Stockholdersany similar rule then in force, at such later timebut not Rule 144A) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating with respect to the offer and resale of Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90i) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration have been sold pursuant to the Shelf Registration Statement shall hereinafter be referred to or (ii) are no longer restricted securities, as a defined in Rule 144 under the Securities Act or any successor rule thereof (the foregoing, the “Shelf Registration.” For so long as Effectiveness Period”). The Company and the Company is eligible Guarantors further agree to use Form S-3 (supplement or successor form), the Company shall maintain the continuous effectiveness of amend the Shelf Registration Statement for and the maximum period permitted related Prospectus, if required by SEC the rules, regulations or instructions applicable to the registration form used by the Company and shall replace any the Guarantors for such Shelf Registration Statement at or before expiration, by the Securities Act or by any other rules and regulations thereunder for shelf registration or if applicable, with a successor effective reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement with respect to information relating to such Holders, and to use their commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the extent any Holders of Registrable Securities remain outstanding (copies of any such period of effectiveness, supplement or amendment promptly after its being used or filed with the “Shelf Period”)SEC.

Shelf Registration Statement. The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file an Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 255 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if on or prior to the 90th day after the Company determines or is eligible notified that such a Shelf Filing Event has occurred and (y) to file such, shall be as an automatic shelf registration as defined in Rule 405 keep the Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is one year from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety (90) days filed at the request of the date hereofInitial Purchasers), subject to extension pursuant to the Company shall use reasonable best efforts to cause penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to promptly be outstanding or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement at or before expiration, if applicable, with a successor where such post-effective Shelf Registration Statement amendment is not yet effective and needs to be declared effective to permit holders to use the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)related Prospectus.

Shelf Registration Statement. ‌ The Company will file within ninety shall use its reasonable best efforts to file, not later than (90i) 60 days of after the date hereof (or if the “S-3 Shelf Filing Deadline”), a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Registration Statement on Form S-3 covering the resale of all of the Registrable Securities held by the Preferred Investors on a delayed or continuous basis (the “Form S-3 Shelf”), or successor form(ii) pursuant to Rule 415 under 90 days after the Securities Act date hereof (which registration statementthe “S-1 Shelf Filing Deadline” and, if along with the S-3 Shelf Filing Deadline, each, a “Filing Deadline”), in the event that the Company is not eligible to file suchForm S-3 Shelf as of or prior to the S-3 Shelf Filing Deadline, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) a Shelf Registration Statement on Form S-1 (a “Form S-1 Shelf” and, along with a Form S-3 Shelf, each a “Shelf Registration Statement”) relating ); provided that the Company shall use its commercially reasonable efforts to remain qualified to file the Form S-3 Shelf.‌ Subject to the offer terms of this Agreement, including any applicable Suspension Period, the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and resale of Registrable Securities by any TPG Stockholder at any time and from time shall use its commercially reasonable efforts to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the keep such Shelf Registration Statement, andor a successor Registration Statement thereto, if continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement is not have been disposed of by the Preferred Investors or are no longer Registrable Securities; provided that in no event shall the Company’s obligation to keep such Shelf Registration Statement effective within ninety (90) days extend beyond the three year anniversary of the date hereof. In the event the Company becomes ineligible to use the Form S-3 Shelf during the Shelf Period, the Company shall use reasonable best efforts to cause file a Form S-1 Shelf not later than 90 days after the date the Company becomes ineligible, and shall use its reasonable efforts to have such Shelf Registration Statement declared effective promptly (the period during which the Company shall use its reasonable efforts to promptly be declared or otherwise become keep the Shelf Registration Statement continuously effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be Act in accordance with this Section 6.1 is referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”). In the event the Company files a Form S-1 Shelf (either prior to the S-1 Shelf Filing Deadline or during the Shelf Period) and thereafter becomes eligible to use a Form S-3 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a Form S-3 Shelf promptly after the Company becomes so eligible.‌ The Company shall promptly notify the Preferred Investors by e-mail of the effectiveness of a Shelf Registration Statement after the Company telephonically confirms effectiveness with the SEC (but in no event more than two Business Days thereafter). The Company shall file a final prospectus with the SEC to the extent required by Rule 424 under the Securities Act. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for customary permitted means of disposition of Registrable Securities, including agented transactions, sales directly into the market, purchases or sales by brokers, underwritten offerings and privately negotiated transactions. The Company shall use its reasonable efforts to cause any Registrable Securities offered for resale pursuant to an effective Shelf Registration Statement to be listed on the New York Stock Exchange, or such other national securities exchange as the Common Stock may be listed during the time such Shelf Registration Statement is effective.

Shelf Registration Statement. The Notwithstanding anything to the contrary herein, as soon as reasonably practicable after February 10, 2021, the Company will shall use its commercially reasonable efforts to (i) prepare and file within ninety (90) days of the date hereof with (or if confidentially submit to) the Commission a later time Shelf Registration Statement that covers all Registrable Securities then outstanding for filing is requested by the TPG Stockholders, at such later time) with the SEC an offering to be made on a shelf registration statement on Form S-3 (delayed or successor form) continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto and (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Actii) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to promptly be declared effective by the Commission as soon as reasonably practicable thereafter; provided, however, that the Company shall be permitted to file a post-effective amendment or otherwise become prospectus supplement to any currently effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred in lieu of an additional Registration Statement pursuant to as a “Shelf Registration.” For so long as Section 2(c) to the extent the Company is eligible determines, and the Requesting Holder(s) agree, that the Registrable Securities of the Requesting Holder(s) may be sold thereunder by such Requesting Holder(s) pursuant to use Form S-3 (their intended plan of distribution. From and after the declaration of effectiveness by the Commission of such Shelf Registration Statement or successor form)the filing of such post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement, the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective use commercially reasonable efforts to cause such Shelf Registration Statement to the extent be continuously effective so long as there are any Registrable Securities remain outstanding (outstanding. In connection with such period of effectivenessShelf Registration Statement, the “Company will, subject to the terms and limitations of this Section 2, as promptly as reasonably practicable upon notice from any Requesting Holder in accordance with the terms of this Section 2(c), cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Registration as may be reasonably requested by such Holder or as otherwise required to reflect the number of Registrable Securities to be sold thereunder. The Company shall not be required to maintain in effect more than one Shelf Period”)Registration at any one time.

Shelf Registration Statement. The Company will use its reasonable best efforts to file within ninety with the SEC, no later than 89 days following the Closing (90) days or, if earlier, no later than the Business Day prior to the expiration of the date hereof (or if a later time for filing is requested by the TPG StockholdersLock-Up Period), at such later time) with the SEC a an automatic shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which or a post-effective amendment or prospectus supplement to an existing well-known seasoned issuer shelf registration statementstatement on Form S-3), if the Company is eligible to file suchuse such Form S-3 (or successor form), shall be as an automatic or if the Company is not a well-known seasoned issuer, a shelf registration as defined in Rule 405 under statement on Form S-3 (or successor form), if the Securities Act) Company is eligible to use such form (a “Shelf Registration Statement”) ), relating to the offer and resale of all Registrable Securities then held by any TPG Stockholder the Shareholders (including naming the WP Shareholder and the CB Shareholder as selling shareholders), at any time and from time to time following the expiration of date on which the ninety (90) day period beginning on the date hereof Shelf Registration Statement becomes effective in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to promptly be declared, or otherwise become, effective no later than the Business Day immediately prior to the expiration of the Lock-Up Period; provided, that notwithstanding anything contrary contained herein, the Company shall not be required to cause the Shelf Registration Statement to be declared or otherwise become effective under the Securities Act. Any such Act or to file a post-effective amendment or prospectus supplement to an existing shelf registration pursuant statement prior to the Business Day prior to the expiration of the Lock-Up Period. The Shelf Registration Statement may also cover any other securities of the Company and other holders of the Company’s securities; provided that, for the avoidance of doubt, such other holders shall hereinafter not be referred entitled to as a the rights of “Shelf Registration.Shareholders” hereunder. For so long as the Company is eligible to use Form S-3 (or successor form), the Company Company, in each case, subject to the qualifications above, shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and subject to any Suspension that may occur as described in Section 2(i). The Company shall use its reasonable best efforts to promptly replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectivenessduring which a Shelf Registration Statement is effective, the “Shelf Period”).

Shelf Registration Statement. The Company will file within ninety As soon as reasonably practicable after the Closing Date and in any event not later than seven (907) days Business Days of the date hereof Closing Date, Computer Sciences GS shall file a Registration Statement for a Shelf Registration on Form S-1 covering the resale of all Stockholder Registrable Securities on a delayed or continuous basis (or if the “Form S-1 Shelf”). In the event that Computer Sciences GS becomes eligible to use Form S-3 under the Securities Act after twelve (12) calendar months following the Closing Date, Computer Sciences GS shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Shelf Registration on Form S-3 (or successor form) pursuant to Rule 415 under a “Form S-3 Shelf” and together with the Securities Act (which registration statementForm S-1 Shelf, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating ). Subject to the offer terms of this Agreement, including any applicable Blackout Period, Computer Sciences GS shall respond to any comments from the SEC as promptly as practicable and resale of Registrable Securities by any TPG Stockholder at any time and from time use its commercially reasonable efforts to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of cause the Shelf Registration Statement, and, if Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof and shall use its commercially reasonable efforts to keep such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become continuously effective under the Securities Act. Any Act until the date that all Stockholder Registrable Securities covered by such registration pursuant Registration Statement are no longer Stockholder Registrable Securities (the period during which Computer Sciences GS shall use its commercially reasonable efforts to keep the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as continuously effective under the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, Securities Act in accordance with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, this Section 2.1 the “Shelf Period”). Computer Sciences GS shall notify the holders of Stockholder Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the effectiveness of a Form S-1 Shelf promptly once Computer Sciences GS telephonically confirms effectiveness with the SEC. Computer Sciences GS shall file a final Prospectus with the SEC to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Stockholder Registrable Securities requested in writing to be included therein by Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.

Shelf Registration Statement. The Company will file within ninety (90a) days of As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or if a later time for filing is requested by confidentially submit to) the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement on Form S-3 (or successor form) pursuant to under Rule 415 under of the Securities Act (which such registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to covering the offer and resale of all the Registrable Securities by any TPG Stockholder at any time (determined as of two Business Days prior to such filing) on a delayed or continuous basis and from time shall use its commercially reasonable efforts to time have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the expiration of the ninety (90) day period beginning on the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the methods of distribution set forth in terms hereof, and shall prepare and file with the Plan of Distribution section of the Shelf Registration StatementCommission such amendments, andincluding post-effective amendments, if such and supplements as may be necessary to keep a Shelf Registration Statement is not effective within ninety (90) days continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the date hereofSecurities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable best efforts to cause convert such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the a Shelf Registration Statement shall hereinafter be referred to on Form S-3 as a “Shelf Registration.” For so long soon as practicable after the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)S-3.

Shelf Registration Statement. (a) The Company will Partnership shall (i) in the case of the Sale/Subscription Registrable Securities, file within ninety (90) days of with the SEC reasonably promptly following the date hereof (or if and in any event within 10 business days thereafter) a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf “shelf” registration statement covering the resale of such Registrable Securities for offerings to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under of the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Sale/Subscription Shelf Registration Statement”) relating and (ii) in the case of the applicable Put/Call Registrable Securities that may be delivered on each Completion Date, file with the SEC at least 10 business days prior to the offer applicable Target Completion Date (to the extent such filing is permitted by the SEC and applicable Law, as confirmed to the Partnership by the SEC) or, to the extent not so permitted, as soon as reasonably practicable following such Completion Date (and in any event within 10 business days thereafter), one or more “shelf” registration statements covering the resale of such Registrable Securities by any TPG Stockholder at any time and from time for offerings to time following the expiration be made on a continuous basis pursuant to Rule 415 of the ninety Securities Act (90) day period beginning on the date hereof in accordance each, a “Put/Call Shelf Registration Statement” and, collectively with the methods of distribution set forth in the Plan of Distribution section of the Sale/Subscription Shelf Registration Statement, and, if such the “Shelf Registration Statement is not effective within ninety (90) days of Statements”). Notwithstanding the date hereofforegoing, the Company Partnership shall use reasonable best efforts be entitled to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under postpone the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as filing of a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the same extent any that it is entitled to prohibit sales of Registrable Securities remain outstanding (such period of effectiveness, the “under an effective Shelf Period”)Registration Statement pursuant to Section 2.2(d) below.

Shelf Registration Statement. The Company will file within ninety (90) days Subject to the terms and conditions of this Registration Rights Agreement and Nasdaq’s receipt of information from the date hereof (Holders that is required by applicable law to be included regarding such Holders or if a later time for filing is reasonably requested by Nasdaq, Nasdaq shall use its reasonable best efforts to file, within two Business Days after the TPG StockholdersRegistration Date, at such later time) with the SEC a shelf registration statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 (or successor provision) under the Securities Act (which registration statementtogether with any amendments thereto, if and including any documents incorporated by reference therein, the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale ), which Shelf Registration Statement shall provide for resales of such Registrable Securities (and which shall be an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the time of such filing), registering all Registrable Securities then held by any TPG Stockholder the Holders. If at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such that a Shelf Registration Statement is not effective within ninety (90in effect, if a written request made by the Initiating Holders under Section 2.1(a) days hereof specifies that the intended manner of the date hereofdisposition of Registrable Securities is to be made by means of a shelf registration providing for resales of such Registrable Securities, the Company Nasdaq shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective effect, as soon as reasonably practicable, the registration under the Securities Act. Any such registration Act of all Registrable Securities that the Holders request to be so registered in accordance with Section 2.1(a) pursuant to the a Shelf Registration Statement, which Shelf Registration Statement shall hereinafter provide for resales of such Registrable Securities (and which shall be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the an Automatic Shelf Registration Statement for if Nasdaq is a WKSI at the maximum period permitted by SEC rules, and shall replace time of such filing). Nasdaq may satisfy its obligations with respect to the filing of any Shelf Registration Statement at or before expiration, if applicable, pursuant to this Section 2.1(b) by filing with the SEC and providing the applicable Holders with a successor effective prospectus supplement under a “universal” or other shelf registration statement of Nasdaq that also registers sales of securities for the account of Nasdaq or other holders (provided, for the avoidance of doubt, that Nasdaq shall comply with all of its other obligations under this Registration Rights Agreement with respect to a Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”Statement).

Shelf Registration Statement. The Company will file within Subject to Section 4.2, and provided that the Purchaser is eligible to register the resale of Eligible Securities on Form S-3, the Purchaser shall, as promptly as reasonably practicable (but in no event later than ninety (90) days of following the date hereof (or if a later time for filing is requested by the TPG Stockholdershereof), at such later time) use its reasonable best efforts to file with the SEC a shelf registration statement on Form S-3 (for an offering to be made on a continuous or successor form) delayed basis pursuant to Rule 415 under the Securities Act (which registration statementincluding, if the Company Purchaser is eligible to file suchthen eligible, shall be as an automatic shelf registration as defined in Rule 405 under registration, covering the resale of all of the Eligible Securities Act) (a the “Shelf Registration Statement”) relating ). The Shelf Registration Statement shall be in a form permitting registration of all Eligible Securities for resale or distribution by the Holders in the manner or manners designated by the Seller. The Purchaser will promptly notify the Seller when such Shelf Registration Statement has become effective. The Purchaser shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 2.1. The Purchaser shall (subject to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration limitations on registration obligations of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution Purchaser set forth in herein) use its reasonable best efforts to cause the Plan of Distribution section Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing of the Shelf Registration Statement, andor automatically if the Purchaser is eligible to file an automatically effective shelf registration statement, if such and (subject to the limitations on registration obligations of the Purchaser set forth herein) to keep the Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become continuously effective under the Securities Act. Any such registration Act (including by filing a replacement Shelf Registration Statement upon expiration of a Shelf Registration Statement filed pursuant to this Section 2.1) until (the “Effectiveness Period”) the first date when all Eligible Securities covered by the Shelf Registration Statement shall hereinafter be referred to have been sold in the manner set forth and as a “contemplated in the Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of Registration Statement. The Purchaser may include in the Shelf Registration Statement other securities for sale for its own account or for the maximum period permitted by SEC rules, and account of any other Person; provided that the Purchaser shall replace any Shelf Registration Statement at not include securities of the Purchaser for its own account or before expiration, if applicable, with for the account of other Persons which are not Holders of Eligible Securities in a successor effective Shelf Registration Statement proposed Block Trade pursuant to this Agreement without the extent any Registrable Securities remain outstanding (such period prior written consent of effectiveness, the “Shelf Period”)Seller.

Shelf Registration Statement. The Company will file within ninety (90) days shall promptly upon the consummation of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) Closing file with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities sale by any TPG Stockholder the Holder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof a delayed or continuous basis in accordance with the Rule 415, through such method or methods of distribution set forth as the Holder shall select, and in accordance with this Agreement, of all the Plan of Distribution section of Registrable Securities (the “Shelf Registration Statement”); provided that the Shelf Registration Statement shall be filed no later than the second Business Days after the Closing or the date on which the Holder provides all information requested by the Company with respect to the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible has requested such information from the Holder in a timely manner. The Company shall use its best efforts to have the Shelf Registration Statement declared effective as expeditiously as possible, but no later than thirty (30) days from the date of filing. The Company shall use Form S-3 its reasonable best efforts to keep the Shelf Registration Statement effective under the Securities Act until the second anniversary of the Closing (or successor formfor such longer period if extended pursuant to Section 2.6.3 hereof). In the event the Shelf Registration Statement cannot be kept effective for such period, the Company shall, subject to Section 2.6 hereof, use its reasonable best efforts to prepare and file with the SEC and have declared effective as promptly as practicable another registration statement on the same terms and conditions as the initial Shelf Registration Statement and such registration statement shall maintain the continuous effectiveness of be considered the Shelf Registration Statement for purposes hereof. The Company shall supplement and amend the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to reflect changes in the extent any Registrable Securities remain outstanding (such period manner of effectiveness, distribution reasonably requested by the “Shelf Period”)Investors.

Shelf Registration Statement. The Company will As soon as reasonably practicable after the Closing Date and in any event within forty-five (45) calendar days following the Closing Date, Parent shall prepare, file within ninety (90) days of the date hereof (or if a later time for filing is requested and use reasonable best efforts to have declared effective by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities sale by any TPG Stockholder the Holder(s) at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof a delayed or continuous basis in accordance with Rule 415 under the methods Securities Act and in accordance with this Agreement, of distribution set forth in all the Plan of Distribution section of Closing Shares and any other Registrable Securities then held by the Shelf Holder(s) (the “Initial Registration Statement, and, if such Shelf Registration Statement is not effective within ninety ”). Within thirty (9030) calendar days of receipt of a written request from the date hereofInitiating Holder, which request may be made by the Company Initiating Holder one time per calendar quarter, Parent shall prepare, file and use reasonable best efforts to cause have declared effective by the SEC an additional shelf registration statement, relating to the offer and sale by the Holder(s) at any time and from time to time on a delayed or continuous basis in accordance with Rule 415 under the Securities Act and in accordance with this Agreement, of any Registrable Securities acquired after the Closing Date; provided, that such Shelf securities were not acquired in violation of this Agreement (each a “Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”). If, at the time of filing of a Registration Statement, the Registration Statement is eligible to promptly be declared or otherwise become effective upon filing pursuant to Rule 462(e) (or any successor rule) under the Securities Act. Any such , Parent shall file the Registration Statement as an automatic shelf registration statement pursuant to such rule. If the Shelf Registration Statement is not so eligible to become effective upon filing, Parent shall hereinafter be use its reasonable best efforts to have the Registration Statement declared effective as promptly as practicable (with such date on which the Registration Statement becomes effective referred to as the “Registration Effective Date”). Promptly (i) upon the filing thereof in the case of an automatic shelf or (ii) upon receipt of an order of the SEC declaring the Registration Statement effective, Parent shall deliver to the Holder(s) included in the Registration Statement a “Shelf copy of such Registration Statement and any amendments thereto together with an opinion of counsel representing Parent for the purposes of such Registration.” For so long as , in form and substance reasonably acceptable to the Company is eligible to use Form S-3 (or successor formHolder(s), addressed to the Company shall maintain Holder(s), including, confirming that the continuous effectiveness Registration Statement is effective and that all of the Shelf Registration Statement for the maximum period permitted by SEC rulesClosing Shares and any other Registrable Securities have been duly registered and, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement subject to the extent transfer restrictions contained in Section 4 of this Agreement, are freely transferable and that all of the Closing Shares and any other Registrable Securities remain outstanding (such period of effectiveness, have been admitted for listing on the “Shelf Period”)NASDAQ Global Select Market.

Shelf Registration Statement. The Company will file within ninety (90a) days of As soon as practicable but no later than thirty (30) Business Days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or if a later time for filing is requested by confidentially submit to) the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement on Form S-3 (or successor form) pursuant to under Rule 415 under of the Securities Act (which such registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to covering the offer and resale of all the Registrable Securities by (determined as of two Business Days prior to such filing) on a delayed or continuous basis (and which may also cover any TPG Stockholder at any time other securities of the Company) and from time shall use its commercially reasonable efforts to time have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the expiration filing date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the ninety (90) day period beginning on Registrable Securities included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the date hereof Shelf Registration Statement in accordance with the methods of distribution set forth in terms hereof, and shall prepare and file with the Plan of Distribution section of the Shelf Registration StatementCommission such amendments, andincluding post-effective amendments, if such and supplements as may be necessary to keep a Shelf Registration Statement is not effective within ninety (90) days continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the date hereofSecurities Act until such time as there are no longer any Registrable Securities. If, at any time the Company shall have qualified for the use reasonable best efforts of a Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to cause other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement to promptly be declared or otherwise become effective under on Form S-1, then the Securities Act. Any Company shall, as soon as reasonably practical, convert such registration pursuant to the outstanding Shelf Registration Statement shall hereinafter be referred to as on Form S-1 into a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)on Form S-3.

Shelf Registration Statement. The Company will file within ninety (90) days agrees, as soon as possible after the date hereof, to file, without any request or any other action on the part of the date hereof (or if a later time for filing is requested by the TPG StockholdersHolder, at such later time) with the SEC a shelf registration statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration"), covering all of the Registrable Shares (the "Registration Statement"; and the related prospectus (including any preliminary prospectus) is referred to as the "Prospectus"). The Registration Statement and Prospectus (and any other form or document required to be filed in connection with the exercise of the Registration Rights) shall be on the appropriate form, reasonably satisfactory to the Holder and the Broker, and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Shares for resale in the manner or manners described in the Brokerage Agreement or otherwise designated by the Holder. The Company agrees to use its best efforts to cause the Registration Statement to be declared effective by the SEC as soon as possible after filing it and will notify the Holder and the Broker immediately when such Registration Statement has become effective. The Company agrees to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) during the period from the date that the Registration Statement is declared effective by the SEC until the date on which registration statementthe Holder shall have sold all of the Registrable Shares (such period, the "Effective Period"). Upon seeking to offer and sell its Registrable Shares pursuant to the Registration Statement, the Holder agrees to provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Shares and such other information reasonably requested by the Company in connection with the preparation of and for the inclusion in the Registration Statement. The Company agrees to provide to the Holder and the Broker the number of copies of the final Prospectus and any amendments or supplements thereto as are reasonably requested by the Holder or the Broker, as the case may be. The Company shall promptly notify the Holder and the Broker of any threatened stop order by the SEC or if the Company is eligible Registration Statement ceases to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by effective for any TPG Stockholder reason at any time and from time to time following during the expiration Effective Period (other than because of the ninety (90) day period beginning on the date hereof in accordance with the methods sale of distribution set forth in the Plan of Distribution section all of the Shelf Registration Statementsecurities registered thereunder or as permitted by Section 1.2 hereof), and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, and the Company shall use reasonable its best efforts and take all reasonable actions required to cause prevent the entry of such Shelf Registration Statement stop order or to promptly be declared or otherwise become effective under obtain the Securities Act. Any such registration pursuant to prompt withdrawal of any order suspending the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registrationeffectiveness thereof.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Shelf Registration Statement. The Shelf Registration Statement was declared effective by order of the SEC on February 13, 2015 and will expire on February 13, 2018 (the “Expiration Date”). The Shelf Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Purchase Shares thereunder until the Expiration Date, and the Company has not received any written notice that the SEC has issued or intends to issue a shelf stop order or other similar order with respect to the Shelf Registration Statement or the Prospectus or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of the Shelf Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Shelf Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Shelf Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Company meets all of the requirements for the use of a registration statement on Form S-3 (or successor formpursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement prior to the Expiration Date. The Shelf Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to Rule 415 under the Securities Act (which registration statement, if Act. At the earliest time after the filing of the Shelf Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, the Company was not and is eligible to file suchnot an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not hold any of the Purchase Shares, shall be as not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or by the Investor, in each case, other than the Shelf Registration Statement, the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an automatic shelf registration offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance . The Company shall comply with the methods requirements of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective Rules 164 and 433 under the Securities Act. Any Act applicable to any such registration pursuant free writing prospectus consented to by the Shelf Registration Statement shall hereinafter be referred to as a “Shelf RegistrationInvestor, including in respect of timely filing with the SEC, legending and record keeping.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will will: (A) use its best efforts to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Registration Statement (which filing may be a confidential filing) for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering all of the Transfer Restricted Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “"Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement"), and, if such Shelf Registration Statement is not effective within ninety (90) 60 days of the date hereof, the Company shall earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 180th day after such obligation arises. No Holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such Holder shall have provided all information reasonably requested by the Company (after conferring with counsel), and such Holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each Holder to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading; provided, further, that if the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Securities pursuant to this Agreement either by complying with Section 2 and/or Section 3. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended to ensure that it is available for resales of Securities by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to promptly be declared or otherwise become effective under conform with the requirements of this Agreement, the Securities Act. Any such registration Act and the policies, rules and regulations of the SEC, as announced from time to time, until the second anniversary of the Issuance Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when all Transfer Restricted Securities covered by the Shelf Registration Statement shall hereinafter be referred to have been sold in the manner set forth and as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expirationSecurities Act without volume restrictions, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)any.

Shelf Registration Statement. The Company will file within ninety (90a) days As soon as practicable but no later than sixty (60) Business Days after the later of (x) the first anniversary of the date hereof or (y) the first date upon which the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form which permits incorporation of substantial information by reference to other documents filed by the Company with the Commission (the “Filing Date”), the Company shall prepare and file with (or if a later time for filing is requested by confidentially submit to) the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement on Form S-3 (or successor form) pursuant to under Rule 415 under of the Securities Act (which such registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to covering the offer and resale of all the Registrable Securities by (determined as of two Business Days prior to such filing) on a delayed or continuous basis (and which may also cover any TPG Stockholder at any time other securities of the Company) and from time shall use its commercially reasonable efforts to time have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the expiration Filing Date and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the ninety (90) day period beginning on Registrable Securities included therein pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the date hereof Shelf Registration Statement in accordance with the methods of distribution set forth in terms hereof, and shall prepare and file with the Plan of Distribution section of the Shelf Registration StatementCommission such amendments, andincluding post-effective amendments, if such and supplements as may be necessary to keep a Shelf Registration Statement is not effective within ninety (90) days continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the date hereof, the Company shall use reasonable best efforts to cause Securities Act until such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to time as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent there are no longer any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Securities.

Shelf Registration Statement. (a) The Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date a shelf registration statement Registration Statement for an offering to be made on Form S-3 (a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or successor form) separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 under the Securities Act, on Form S-1 under the Securities Act (which registration statement, if should the Company is eligible be ineligible to file such, shall be as an automatic shelf use Form S-3 or on another appropriate form selected by the Company permitting registration as defined in Rule 405 under of such Transfer Restricted Securities for resale by the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth Holders in the Plan manner or manners reasonably designated by Holders of Distribution section a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form"Effectiveness Period"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to: (A) file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering all of the Transfer Restricted Securities Act (which registration statementthe "Shelf Registration Statement"), within 90 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (files a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is pursuant to this Section 3(a), it need not effective within ninety (90) days of abandon the date hereofattempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its reasonable best efforts to cause file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended to ensure that it is available for resales of Notes by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to promptly be declared or otherwise become effective under conform with the requirements of this Agreement, the Securities Act. Any such registration Act and the policies, rules and regulations of the SEC, as announced from time to time, until the second anniversary of the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when all Transfer Restricted Securities covered by the Shelf Registration Statement shall hereinafter be referred to have been sold in the manner set forth and as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expirationSecurities Act without volume restrictions, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)any.

Shelf Registration Statement. The Company will shall prepare and file within ninety a "shelf" registration statement (90the "SHELF REGISTRATION STATEMENT") days of with respect to the date hereof (or if a later time for filing is requested Registrable Securities covering the issuance, as applicable, and resale thereof by the TPG Stockholders, at such later time) with the SEC Pledgee on an appropriate form for an offering to be made on a shelf registration statement on Form S-3 (continuous or successor form) delayed basis pursuant to Rule 415 under (the Securities Act ("SHELF REGISTRATION") within 15 Business Days of a written request by Pledgee, which registration statement, if request may be made by Pledgee only following the occurrence of an Event of Default. The Company is eligible shall use its best efforts to file such, shall be as an automatic shelf registration as defined in Rule 405 under cause the Securities Act) (a “Shelf Registration Statement”) relating Statement to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration be declared effective within 60 days of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section filing of the Shelf Registration Statement, and, if . The Company shall use its best efforts to keep such Shelf Registration Statement is not continuously effective within ninety until the earliest of (90A) days the termination of this Agreement pursuant to Section 5.11 and (B) the date hereofon which the Registrable Securities may be sold without volume restrictions in accordance with Rule 144. Notwithstanding the foregoing, the Company shall use reasonable best efforts not be obligated to cause such effect a Shelf Registration Statement pursuant to promptly be declared this Section 3.01 unless the Company is then eligible to use Form S-3 or otherwise become effective other short form registration statement under the Securities Act. Any The Company shall use its reasonable best efforts to be eligible to use Form S-3 or other short form registration statement under the Securities Act. In the event that the Company is not obligated to effect a Shelf Registration under this Section 3.01, within 15 Business Days of a written request by Pledgee that the Company effect a registration of Registrable Securities (a "DEMAND REGISTRATION"), which request may be made by Pledgee only (x) following the occurrence of an Event of Default and (y) once in each twelve-month period, the Company shall be obligated to prepare, file and cause to become effective a registration statement on Form S-1 or other appropriate form (a "DEMAND REGISTRATION STATEMENT"). The Company shall use its best efforts to cause the Demand Registration Statement to be declared effective within 60 days of the filing of the Demand Registration Statement. The Company shall use its best efforts to keep such registration Demand Registration Statement effective for 90 days or until 75% of the Registrable Securities included therein have been sold, if earlier. Pledgee shall have priority over all other persons (including the Company) with respect to shares of Company Common Stock to be registered pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as or the Demand Registration Statement, and neither the Company is eligible nor any person with piggy-back registration rights may register any shares with respect to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the a Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf or a Demand Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any unless all Registrable Securities remain outstanding (proposed to be registered by the Pledgee in connection therewith shall be included in such period of effectiveness, the “Shelf Period”)registration.

Shelf Registration Statement. (a) The Company will file within ninety cause, by June 30, 2002 (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders"S-3 Filing Date"), at such later time) to be prepared and filed, and will use commercially reasonable efforts to have declared effective with the SEC Commission within 60 days after filing, a shelf registration statement Registration Statement on Form S-3 (or successor formsuch other form of registration statement that the Company shall determine and that is reasonably satisfactory to the Holders) for an offering to be made on a continuous basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Securities Act covering the Registrable Securities (which registration statementthe "Shelf Registration Statement" and such registration, the "Shelf Registration"); provided, however, that if the Company is eligible shall furnish to the Holders a certificate signed by any executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder Statement at any such time and from time it is therefore essential to time following defer the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section filing of the Shelf Registration Statement, andthe Company shall have the right to defer such filing one time in any 12 month period for a reasonable period, not to exceed 60 days; provided further that, if such the Completion Date (as defined in the Securities Purchase Agreement) is later than June 30, 2002, the S-3 Filing Date shall be 90 days after the Completion Date with respect to the Shares of Common Stock purchased on the Completion Date and the shares of Common Stock issuable upon exercise of the Warrant granted to any Holder on the Completion Date. The Shelf Registration Statement is not effective within ninety may be terminated (90) days of the date hereof, and the Company shall use reasonable best efforts have no obligation to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to update the Shelf Registration Statement and may suspend sales thereunder) at such time as all Registrable Securities can be sold by their Holders within a three-month period without compliance with the registration requirements of the Securities Act pursuant to Rule 144 (including Rule 144(k)) promulgated thereunder (the "Termination Date"). The Holders shall hereinafter be referred furnish to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form)such information regarding themselves, the Company Registrable Securities held by them, and the intended method of distribution of such securities as shall maintain the continuous effectiveness of be required to effect the Shelf Registration Statement for the maximum period permitted by SEC rulesStatement. In that connection, each Holder shall be required to represent that all such information which is given is both complete and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)accurate in all material respects.

Shelf Registration Statement. (a) Not later than one (1) Business Day after the Closing Date, each of the Other Stockholders shall furnish to the Company a completed Selling Securityholder Questionnaire, the form of which is attached hereto as Exhibit A (the “Selling Securityholder Questionnaire”), containing the information required for use in the preparation of the Shelf Registration Statement. The Company will file within ninety (90) days of shall prepare the date hereof (or if a later time for filing is requested Shelf Registration Statement reflecting, among other things, the information contained in the Selling Securityholder Questionnaires provided to the Company by the TPG StockholdersOther Stockholders not later than one Business Day after the Closing Date. If during the Shelf Registration Period (as defined below) any event with respect to either an Other Stockholder or any Affiliate of an Other Stockholder shall occur which is required at that time to be described in the Shelf Registration Statement or the prospectus included therein and is not already so described therein, at such Other Stockholder shall promptly notify the Company. Not later timethan three (3) Business Days after the Closing Date, the Company shall file with the SEC a shelf the Shelf Registration Statement to cover the registration statement on Form S-3 (or successor form) pursuant of the Registrable Securities for resale by the Other Stockholders that have furnished to Rule 415 the Company the Selling Securityholder Questionnaire not later than one Business Day after the Closing Date, and the Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the SEC. Thereafter, the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (which registration statementi) when each Other Stockholder is able to sell all of their Registrable Securities without volume, manner of sale and availability of current public information restrictions under Rule 144, and (ii) when each Other Stockholder has sold all of its Registrable Securities pursuant to such Shelf Registration Statement (the “Shelf Registration Period”). Notwithstanding the foregoing, the Company shall have the right to (i) suspend the use of the Shelf Registration Statement from the time of the filing by the Company of any post-effective amendment thereto until such time as such post-effective amendment has been declared effective by the SEC, or (ii) delay the effectiveness of the Shelf Registration Statement if the financial statements or other information of The Switch Engineering Oy or the Other Stockholders required to be included therein pursuant to the applicable requirements of the Securities Act are not available, or (iii) suspend the use of, the Shelf Registration Statement for not more than forty-five (45) Business Days in the aggregate during any 12-month period (a “Suspension Period”) if, in the case of clause (iii), (x) the Company is eligible engaged in a material activity or transaction or preparations for a material activity or transaction that the Company desires to file suchkeep confidential for business reasons and the Company determines in good faith that the disclosure of such activity, shall transaction or preparations would otherwise be as an automatic shelf registration as defined in Rule 405 required by disclosure requirements under the Securities Act, and (y) the Company provides the Other Stockholders with written notice of such suspension (a “Suspension Notice”). The Company shall use its commercially reasonable efforts to have the Shelf Registration Statement”Statement declared effective by the SEC and to lift any such suspension as promptly as practicable after a condition specified in clause (ii) relating or (iii)(x) above is no longer applicable, as applicable. The Stockholders agree to treat and keep the offer and resale existence of Registrable Securities by any TPG Stockholder at any time and from time to time following such delay or suspension confidential. If the expiration of Company suspends the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section use of the Shelf Registration Statement, andthe Other Stockholders shall immediately cease Transfers of shares pursuant thereto upon the receipt of the Suspension Notice. The Company shall promptly notify the Other Stockholders when the Shelf Registration Statement may once again be used. Prior to the expiration of the Shelf Registration Period, if each Other Stockholder shall notify the Company of each Transfer of Registrable Securities within ten Business Days of such Transfer. Not later than one (1) Business Day after the Shelf Registration Statement is not declared effective within ninety (90) days of by the date hereofSEC, the Company shall use reasonable best efforts cause its counsel (which may be its internal counsel) to cause such Shelf Registration Statement issue a blanket opinion (the “Blanket Opinion”) to promptly be declared or otherwise become effective under the Company’s transfer agent stating that the Registrable Securities Act. Any such registration pursuant to covered by the Shelf Registration Statement shall hereinafter be referred are subject to as an effective registration statement and, when transferred in a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of transaction covered by the Shelf Registration Statement for the maximum period permitted by SEC rulesStatement, and shall replace can be issued free of any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”restrictive legend(s).

Shelf Registration Statement. The (a) After one hundred eighty (180) days after an IPO and prior to two hundred seventy (270) days after an IPO, the Company will file within ninety (90) days a Shelf Registration Statement covering the resale of all Registrable Securities beneficially owned by the Holders on an immediate, delayed or continuous basis; provided, however, that the Company shall not be required to include in such Registration Statement an amount of Registrable Securities in excess of the date hereof amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. If the Company files a Form S-1 Shelf, then as soon as reasonably practicable after the Company becomes eligible to use Form S-3, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf (or if a later time for filing is requested other appropriate short form registration statement then permitted by the TPG StockholdersCommission’s rules and regulations) covering the resale of all applicable Registrable Securities beneficially owned by the Holders (which shall be an Automatic Shelf Registration Statement if the Company is a WKSI). Subject to the terms of this Agreement, at such later time) with including any applicable Grace Period, the SEC a shelf registration statement on Form S-3 (or successor form) pursuant Company shall use commercially reasonable efforts to Rule 415 cause the Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration promptly as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time reasonably practicable following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section filing of the Shelf Registration Statement, and, if . The Company shall use commercially reasonable efforts to keep such Shelf Registration Statement is not continuously effective within ninety (90) days of under the Securities Act until the date hereofthat all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including, to the extent a Form S-1 Shelf is converted to a Form S-3 Shelf and the Company shall thereafter becomes ineligible to use Form S-3, by using commercially reasonable best efforts to cause file a Form S-1 Shelf or other appropriate form specified by the Commission’s rules and regulations as promptly as reasonably practicable after the date of such ineligibility and using its commercially reasonable efforts to have such Shelf Registration Statement declared effective as promptly as reasonably practicable after the filing thereof (the period during which the Company is required to promptly be declared or otherwise become keep the Shelf Registration Statement continuously effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 Act in accordance with this clause (or successor forma), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”). For so long as any Registrable Securities covered by any Form S-1 Shelf remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary to the extent required so that (x) such Form S-1 Shelf shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K promulgated under the Exchange Act. The Company shall as promptly as reasonably practicable notify the Holders named in the Shelf Registration Statement via e-mail to the addresses set forth on Schedule I hereof of the effectiveness of a Shelf Registration Statement (it being understood that no notice other than to such e-mail addresses is required to be given). The Company shall file a final Prospectus in respect of such Shelf Registration Statement with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall include a plan of distribution section in customary form, as reasonably agreed by the Holders and the Company.

Shelf Registration Statement. The Company will file within ninety (90a) days Subject to Section 5.3(b), not later than the first anniversary of the date hereof (or if a later time for filing is requested by Closing Date, the TPG Stockholders, at such later time) Company shall file with the SEC Commission either (i) a shelf registration statement on Form S-3 Shelf Registration Statement or (or successor formii) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 424(b) under the Securities Act) (, a “prospectus supplement that shall be deemed to be part of an existing Shelf Registration Statement”) Statement in accordance with Rule 430B under the Securities Act, in each case relating to the offer and resale sale of all of the Registrable Securities by any TPG Stockholder at any time and from time to time following (the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the “Shelf Registration Statement, andRegistration”). The Company shall, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofautomatically effective, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities ActAct as soon as possible after filing. Any The Company shall amend or supplement such registration Shelf Registration Statement to include additional Registrable Securities at such time as the Transfer of such Registrable Securities is permitted pursuant to Section 2.1(a). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement shall hereinafter be referred to remain effective, including by filing a replacement Shelf Registration Statement upon the expiration of the original Shelf Registration Statement until such time as a “Shelf Registration.” For so long as there are no remaining Registrable Securities, and subject to the Company is eligible to use Form S-3 (or successor formlimitation on underwritten takedowns set forth in Section 5.1(b)(i), the Company shall maintain the continuous effectiveness of amend the Shelf Registration Statement for from time to time as requested by the maximum period permitted by SEC rules, and shall replace any holders of Registrable Securities to permit disposition of Registrable Securities pursuant thereto in accordance with the preferred method of distribution of Shares under the Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (of such period of effectiveness, the “Shelf Period”)holders.

Shelf Registration Statement. The Company will file within ninety (90) days of has prepared and filed the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on October 8, 2021. The Shelf Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Primary Shares and Warrant Shares thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or, to the knowledge of the Company, threatened by the SEC. The “Plan of Distribution” section of the Prospectus permits the issuance of the Primary Shares and Warrant Shares under the terms of this Agreement and the Warrant. At the time the Shelf Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Shelf Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any untrue statement of a shelf material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Primary Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Company meets all of the requirements for the use of a registration statement on Form S-3 (pursuant to the Securities Act for the offering and sale of the Primary Shares and the issuance of the Warrant Shares contemplated by this Agreement, and the Warrant, in reliance on General Instruction I.B.1 and I.B.4(a)(3), respectively, and the SEC has not notified the Company of any objection to the use of the form of the Shelf Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Primary Shares and Warrant Shares to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or successor formany of the General Instructions to Form S-3. The Shelf Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to Rule 415 under the Securities Act (which registration statement, if Act. At the earliest time after the filing of the Shelf Registration Statement that the Company is eligible or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to file suchany of the Primary Shares, shall be or Warrant Shares, the Company was, and as of the date of this Agreement the Company is, not an automatic shelf registration Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering, issuance and sale of any of the Primary Shares and Warrant Shares, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made an offer relating to the Primary Shares or Warrant Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will Issuer shall prepare and file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC SEC, as promptly as practicable following the Shelf Notice, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering all of the Securities Act (Transfer Restricted Securities, which registration statement, if the Company Shelf Notice is eligible given pursuant to file suchSection 2(g)(1) or (2), shall may be as an automatic shelf registration as defined in Rule 405 under amendment to the Securities Act) Exchange Offer Registration Statement (a “the "Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration "). The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of the ninety (90) day period beginning on Transfer Restricted Securities for resale by the date hereof in accordance with the methods of distribution set forth Holders in the Plan of Distribution section of manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuer shall use its best efforts, andas described in Section 5(b) hereof, to cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable after the filing of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration Statement is not effective within ninety (90filed pursuant to Section 2(g)(3) days at the request of the Placement Agent), (ii) the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the that all Transfer Restricted Securities Act. Any such registration pursuant to covered by the Shelf Registration Statement shall hereinafter have been sold in the manner set forth and as contemplated in the Shelf Registration Statement, (iii) the date that there ceases to be referred to as a “Shelf Registration.” For so long as securities outstanding that constitute Transfer Restricted Securities, or (iv) the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of date on which all Transfer Restricted Securities covered by the Shelf Registration Statement for become tradeable under Rule 144 without regard to volume limitations (the maximum period permitted by SEC rules, and shall replace any "Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Effectiveness Period”").

Shelf Registration Statement. The Company will file within ninety As soon as reasonably practicable, but in no event later than forty-five (9045) days of following the date hereof Effective Date, the Company shall (or if a later time for filing is requested by the TPG Stockholders, at such later timea) file with the SEC Commission a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act on Form S-3 (or any successor formform or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (which registration statement, if or any successor rule thereto) and includes a Prospectus (the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration StatementProspectus”) relating to that permits the offer and resale disposition of all Registrable Securities by any TPG Stockholder at any time and from time subject to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety and (90b) days of the date hereof, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under as promptly thereafter as practicable, but in any event not later than one hundred twenty (120) days after the Securities Act. Any such registration pursuant Effective Date if the Company receives comments to the Shelf Registration Statement shall hereinafter be referred to as a from the staff of the Commission (“Shelf Registration.” For so long as SEC Comments”) or ninety (90) days after the Effective Date if the Company is eligible to use Form S-3 (or successor form), the does not receive SEC Comments. The Company shall maintain use its reasonable best efforts to prepare and file with the continuous effectiveness Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement and the Shelf Prospectus as may be necessary to keep such Shelf Registration Statement effective and to comply with the provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all Registrable Securities subject thereto during the period beginning on the date the staff of the Commission declares the Shelf Registration Statement for effective and ending on the maximum period permitted by SEC rulesearliest to occur of (i) 36 months after the effective date of such Registration Statement, and shall replace any (ii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement at or before expiration, if applicable, with a successor effective (iii) the date when all Registrable Securities covered by the Shelf Registration Statement first become eligible for sale pursuant to Rule 144 under the extent any Registrable Securities remain outstanding Act without volume limitation or other restrictions on transfer thereunder (such period of effectivenessperiod, the “Shelf Registration Statement Effective Period”).

Shelf Registration Statement. (a) The Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement") Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to file such, shall be as an automatic shelf registration as defined included in Rule 405 under the Securities Act) (a “any Shelf Registration Statement”) relating . The Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time Act as soon as reasonably practicable following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become continuously effective under the Securities Act. Any such registration , subject to Section 2(d) hereof, for two years after the date on which all of the Transfer Restricted Securities are sold (including those sold pursuant to the Shelf Registration Statement shall hereinafter be referred option granted to as a “Shelf Registration.” For so long as the Company is eligible Initial Purchasers in the Purchase Agreement) to use Form S-3 the Initial Purchasers (or successor formthe "Effectiveness Period"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The Company will (a) As promptly as practicable following the Closing Date, Cendant shall use its reasonable efforts to file within ninety (90) days of the date hereof (or if and cause to be effective a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor formother form of registration statement if Form S-3 is not available) for an offering of all of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “"Shelf Registration Statement”") relating and thereafter shall use its reasonable efforts to keep the offer Shelf Registration Statement effective and usable for the resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on until the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the on which all Registrable Securities Act. Any such registration so registered have been sold pursuant to the Shelf Registration Statement shall hereinafter be (such date being referred to as a “Shelf Registration.” For so long as the Company is eligible "Effectiveness Termination Date"). In the event that Purchaser delivers the Additional Cendant Shares pursuant to the Stock Purchase Agreement following the Closing Date, Cendant shall use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of its reasonable efforts to amend the Shelf Registration Statement for (or file a new Shelf Registration Statement, if required, in which case all references herein to the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expirationshall include such new Shelf Registration Statement) as promptly as practicable following the delivery of such Additional Cendant Shares to include such shares, if applicable, with a successor effective unless such Additional Cendant Shares were already included in the initial Shelf Registration Statement (it being understood and agreed that Cendant may, at its option, include in the initial Shelf Registration Statement an estimated number of Additional Cendant Shares that may be issuable pursuant to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”Stock Purchase Agreement).

Shelf Registration Statement. amendment to the Exchange Offer Registration Statement (the "Initial Shelf Registration Statement"). The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a shelf registration statement Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or successor formmore underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use their respective reasonable best efforts (x) pursuant to Rule 415 cause the Initial Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if on or prior to the 90th day after the Company determines or is eligible notified that such a Shelf Filing Event has occurred and (y) to file such, shall be as an automatic shelf registration as defined in Rule 405 keep the Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is two years from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (90the "Effectiveness Period"), or such shorter period ending when (i) days of all Registrable Notes covered by the date hereof, the Company shall use reasonable best efforts to cause such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to promptly be outstanding, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement at or before expiration, if applicable, with a successor where such post-effective Shelf Registration Statement amendment is not yet effective and needs to be declared effective to permit holders to use the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)related Prospectus.

Shelf Registration Statement. (a) The Company will shall prepare and, not later than 60 days following the Closing Date, shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant Shelf Registration Statement with respect to Rule 415 under resales of the Securities Act (which registration statement, if and the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under Common Stock issuable upon conversion thereof by the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and Holders from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution elected by such Holders and set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company and thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Act within 150 days after the Closing Date; provided that if any Securities are issued upon exercise of the over-allotment option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities and Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement on the same terms as the Securities issued on the Closing Date. The Company shall 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 the Shelf Registration Statement, if required by the Act, the Exchange Act or the SEC. Any (b) (1) Not less than 30 calendar days prior to the effectiveness of the Shelf Registration Statement, the Company shall mail the Notice and Questionnaire to the Holders of Securities and Common Stock issued upon conversion thereof. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, and no Holder shall be entitled to use the Prospectus forming a part thereof for resales of Securities or Common Stock issued upon conversion thereof at any time, unless such registration Holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for responses set forth therein; provided, however, that Holders of Securities or Common Stock issued upon conversion thereof shall have at least 20 calendar days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company. (2) After the Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Securities or Common Stock issued or issuable upon conversion thereof that has not returned a completed Notice and Questionnaire, promptly send a Notice and Questionnaire to such Holder. The Company shall not be required to take any action to name such Holder as a selling securityholder in the Shelf Registration Statement or to enable such Holder to use the Prospectus forming a part thereof for resales of Securities or Common Stock issued or issuable upon conversion thereof until such Holder has returned a completed and signed Notice and Questionnaire to the Company, whereupon the Company will be required to take such action. (c) The Company shall keep the Shelf Registration Statement continuously effective under the Act in order to permit the Prospectus forming part thereof to be usable by all Holders until the earliest of (i) the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over- allotment option, (ii) the date on which all the Securities and Common Stock issued or issuable upon conversion thereof may be sold by non-affiliates ("affiliates" for such purpose having the meaning set forth in Rule 144) of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the SEC under the Act, (iii) the date as of which all the Securities and Common Stock issued or issuable upon conversion thereof have been transferred pursuant to Rule 144 under the Securities Act (or any similar provision then in force) and (iv) such date as of which all the Securities and the Common Stock issued or issuable upon conversion thereof have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration Period"). The Company will, subject to Section 2(d), prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period; subject to Section 2(d), cause the related Prospectus to be supplemented by any required supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Act; and, comply in all material respects with the provisions of the Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (d) The Company may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period (the "Suspension Period") for valid business reasons, to be determined by the Company in its sole reasonable judgment (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the SEC, pending corporate developments and similar events; provided that the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable; provided, that the existence of a Suspension Period will not prevent the occurrence of a Registration Default or otherwise limit the obligation of the Company to pay Liquidated Damages. The Company shall hereinafter provide notice to the Holders of a Suspension Period as required under Section 3(c)(1)(iv) hereof. (e) If (i) the Shelf Registration Statement is not filed with the SEC on or prior to 60 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the SEC within 150 days after the Closing Date, or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective (without being succeeded immediately by a replacement shelf registration statement filed and declared effective) or usable (including as a result of a Suspension Period) for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 60 days in the aggregate in any twelve-month period during the period beginning on the Closing Date and ending on the second anniversary of the Closing Date or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers' over-allotment option (each such event referred to as in clauses (i) through (iii), a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form"Registration Default"), the Company shall maintain will pay liquidated damages ("Liquidated Damages") to each Holder of Transfer Restricted Securities who has complied with such Holder's obligations xxxxx this Agreement. The amount of Liquidated Damages payable during any period in which a Registration Default has occurred and is continuing is the continuous effectiveness amount which is equal to one- quarter of one percent (25 basis points) per annum per $1,000 principal amount of Securities and $2.50 per annum per 6.68338 shares of Common Stock (subject to adjustment in the event of a stock split, stock recombination, stock dividend and the like) constituting Transfer Restricted Securities for the first 90 days during which a Registration Default has occurred and is continuing and one-half of one percent (50 basis points) per annum per $1,000 principal amount of Securities and $5.00 per annum per 6.68338 shares of Common Stock (subject to adjustment as set forth above) constituting Transfer Restricted Securities for any additional days during which a Registration Default has occurred and is continuing; provided that, the Company hereby agrees that, upon the occurrence of the Shelf Registration Statement Stock Split (which it is currently contemplated will occur on the date of this Agreement), the Liquidated Damages payable in respect of Common Stock shall be automatically adjusted to $2.50 per annum per 13.36675 shares of Common Stock for the maximum period permitted first such 90 days during which a Registration Default has occurred and is continuing and $5.00 per annum per 13.36675 shares of Common Stock for any additional days during which such Registration Default has occurred and is continuing (in each case subject to further adjustment from time to time in the event of a stock split, stock recombination, stock dividend and the like), it being understood that all calculations pursuant to this and the preceding sentence shall be carried out to five decimals. Following the cure of all Registration Defaults, Liquidated Damages will cease to accrue with respect to such Registration Default. All accrued Liquidated Damages shall be paid by SEC ruleswire transfer of immediately available funds or by federal funds check by the Company on each Damages Payment Date and Liquidated Damages will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Liquidated Damages are not paid when due, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, compounded semi-annually. The parties hereto agree that the Liquidated Damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders by reason of a Registration Default. (f) All of the Company's obligations (including, without limitation, the obligation to pay Liquidated Damages) set forth in the preceding paragraph which are outstanding or exist with respect to any Registrable Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. (g) Immediately upon the occurrence or the termination of a Registration Default, the Company shall give the Trustee, in the case of notice with respect to the Securities, and the transfer and paying agent for the Common Stock, in the case of notice with respect to Common Stock issued or issuable upon conversion thereof, notice of such commencement or termination, of the obligation to pay Liquidated Damages with regard to the Securities remain outstanding and Common Stock and the amount thereof and of the event giving rise to such commencement or termination (such period notice to be contained in an Officers' Certificate (as such term is defined in the Indenture)), and prior to receipt of effectivenesssuch Officers' Certificate the Trustee and such transfer and paying agent shall be entitled to assume that no such commencement or termination has occurred, as the “Shelf Period”)case may be. (h) All Securities which are redeemed, purchased or otherwise acquired by the Company or any of its subsidiaries or affiliates (as defined in Rule 144 (or any successor provision) under the Act) prior to the Final Maturity Date shall be delivered to the Trustee for cancellation and the Company may not hold or resell such Securities or issue any new Securities to replace any such Securities or any Securities that any Holder has converted pursuant to the Indenture. All shares of Common Stock issued upon conversion of the Securities which are repurchased or otherwise acquired by the Company or any of its subsidiaries or affiliates (as defined in Rule 144 (or any successor provision) under the Act) at any time while such shares are "restricted securities" within the meaning of Rule 144 shall not be resold or otherwise transferred except pursuant to a registration statement which has been declared effective under the Act. 3.

Shelf Registration Statement. (a) The Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to file such, two underwritten offerings). The Company shall use all commercially reasonable efforts to not permit any securities other than the Transfer Restricted Securities to be as an automatic shelf registration as defined included in Rule 405 under the Securities Act) (a “any Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use all commercially reasonable best efforts to cause such each Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act for two years after the date on which all the Notes are sold (including those sold pursuant to the Shelf Registration Statement shall hereinafter be referred over-allotment option granted to as a “Shelf Registration.” For so long as the Company is eligible Purchasers in the Purchase Agreement) to use Form S-3 the Purchasers (or successor formsubject to extension pursuant to Sections 2(d) hereof) (the "Effectiveness Period"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The (a) In the event that (i) changes in law or in currently applicable interpretations of the Staff of the SEC do not permit the Company will file to effect such an Exchange Offer, (ii) the Exchange Offer Registration Statement is not declared effective within ninety (90) 210 calendar days of the date hereof Issue Date, (iii) any Holder notifies the Company on or if a later time for filing is requested by the TPG Stockholders20th Business Day following consummation of the Exchange Offer that (a) it is prohibited by law or SEC policy from participating in the Exchange Offer, (b) 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 or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company (each such event referred to in clauses (i), (ii) and (iii), a "Shelf Filing Event"), the Company will, at such later timeits cost, (a) use its reasonable ------------------ best efforts to file with the SEC a shelf registration statement (the "Shelf ----- Registration Statement") covering resales of the Notes, on Form S-3 or prior to the later ---------------------- of (x) 30 days after the Shelf Filing Event or successor form(y) pursuant 120 days after the Issue Date, (b) use its reasonable best efforts to Rule 415 under cause the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating Statement to be declared effective by the SEC on or prior to the offer 90th day after such obligation arises and resale of Registrable Securities (c) use its reasonable best efforts to keep continuously effective the Shelf Registration Statement until two years after the Issue Date or such shorter period that will terminate when all the Notes covered by any TPG Stockholder at any time and from time such Shelf Registration Statement have been sold pursuant thereto (the "Effectiveness Period"). The Company will, in the event the Shelf -------------------- Registration Statement is filed, provide to time following the expiration each Holder copies of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section Prospectus which is a part of the Shelf Registration Statement, and, if notify each such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of Holder when the Shelf Registration Statement for the maximum period permitted Notes has become effective and take such other actions as are reasonably required to permit unrestricted resales of the Notes. Holders will be required to deliver information to be used in connection with the Shelf Registration Statement in order to have their Transfer Restricted Notes included in the Shelf Registration Statement. The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Notes for resale by SEC rulesHolders in the manner or manners designated by them and set forth in such Shelf Registration Statement (including, without limitation, one or more underwritten offerings). The Company shall not permit and shall replace not be required to permit any securities other than the Transfer Restricted Notes to be included in any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Statement.

Shelf Registration Statement. (a) The Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or successor form) separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible to file such, shall be as an automatic shelf permitting registration as defined in Rule 405 under of such Transfer Restricted Securities for resale by the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth Holders in the Plan manner or manners reasonably designated by Holders of Distribution section a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form"Effectiveness Period"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The Company will use its reasonable best efforts to: (A) file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering all of the Transfer Restricted Securities Act (which registration statementthe "Shelf Registration Statement"), within 90 days of the earliest to occur of clauses (i) through (v) in Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (files a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is pursuant to this Section 3(a), it need not effective within ninety (90) days of abandon the date hereofattempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its reasonable best efforts to cause keep the Shelf Registration Statement continuously effective, supplemented and amended to ensure that it is available for resales of Notes by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to promptly be declared or otherwise become effective under conform with the requirements of this Agreement, the Securities Act. Any such registration Act and the policies, rules and regulations of the SEC, as announced from time to time, until the second anniversary of the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"), or such shorter period ending when all Transfer Restricted Securities covered by the Shelf Registration Statement shall hereinafter be referred to have been sold in the manner set forth and as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).contemplated in the

Shelf Registration Statement. The Prior to the earlier of (i) fourteen (14) months after the Effective Date and (ii) fourteen (14) days after the Company becomes eligible to file a Registration Statement on Form S-3, the Company will file within ninety with the Commission a Registration Statement on Form S3, or such other form as may be appropriate and available, under Rule 415 relating to the resale by the Holders of their Registrable Shares (90) days the “Shelf Registration Statement”). At the option of the date hereof Company, the Shelf Registration Statement may also cover the issuance of Registrable Shares in exchange for Units. The Company shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission for all of the Registrable Shares covered thereby as soon as practicable. The Company agrees to use its reasonable efforts to keep the Registration Statement (or if a later time for filing is requested by successor Registration Statement filed with respect to the TPG StockholdersRegistrable Shares), after its date of effectiveness, continuously effective until the date (the “Termination Date”) on which there are no longer any Registrable Shares other than Rule 144 Eligible Shares. To satisfy its obligations hereunder, the Company may, at such later time) with its option, in lieu of the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statementRegistration Statement described above, if the Company is eligible to file such, shall be as an automatic shelf registration a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time that a Registration Statement is to be filed, (A) file an automatic shelf registration statement which covers such Registrable Shares or (B) in lieu of filing a “Shelf new Registration Statement”, file a Prospectus pursuant to Rule 424(b) relating under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof include, in accordance with Rule 430B under the methods Securities Act (or any successor provision), the registration of distribution set forth the resale of such Registrable Shares by the Holders in an automatic shelf registration statement previously filed by the Plan of Distribution section of Company (in each case, such Registration Statement or Prospectus, together with such previously filed Registration Statement, as the case may be, will be considered the Shelf Registration Statement). The Holders agree not to offer or sell, andwithout the Company’s consent, if such Shelf Registration Statement is not effective within ninety any Registrable Shares by means of any “free writing prospectus” (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective as defined in Rule 405 under the Securities Act. Any such registration ) that is required to be filed by the Holders with the Commission pursuant to Rule 433 under the Shelf Registration Statement shall hereinafter be referred Securities Act (any free writing prospectus consented to as by the Company, a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf PeriodPermitted Free Writing Prospectus”).

Shelf Registration Statement. (a) The Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or successor form) separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "SHELF REGISTRATION STATEMENT"). The Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible to file suchpermitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold; provided, however, that the Company shall be as an automatic shelf registration as defined required to participate in Rule 405 under only one underwritten offering, in the aggregate, in connection with the Shelf Registration Statement and all Subsequent Registration Statements. The Company shall not permit any securities other than the Transfer Restricted Securities Act) (a “to be included in the initial Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form"EFFECTIVENESS PERIOD"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The Company will Subject to the timely receipt of information described in Section 6.03(b), no later than three (3) Business Days after the Closing, Parent shall (i) file within ninety (90) days of the date hereof with (or if a later time for filing is requested by the TPG Stockholders, at such later timeconfidentially submit to) with the SEC a shelf registration statement Registration Statement on Form S-3 (S-0, Xxxx X-0 or successor form) the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities 1933 Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) or any successor rule thereto (a “Shelf Registration Statement”) relating that covers all Parent Class A Common Stock acquired by Basic pursuant to this Agreement (the offer “Registrable Securities”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act or any successor rule thereto and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90ii) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared effective by the SEC as soon as practicable thereafter which, in any event, shall be within ten (10) Business Days of clearing comments of, or otherwise become effective under receiving oral or written confirmation of “no review,” from the Securities ActSEC staff. Any such registration pursuant In addition, Parent shall use its reasonable best efforts to the cause a Shelf Registration Statement shall hereinafter filed pursuant to this Section 6.03(a) to remain effective, and to be referred supplemented and amended to as a “the extent necessary to ensure that such Shelf Registration.” For so long as the Company Registration Statement is available or, if not available, that another Shelf Registration Statement (if Parent is eligible to file a Shelf Registration Statement) or other Registration Statement (if Parent is not so eligible) is continuously available, for the resale of the Registrable Securities until the earlier of (y) the date that all Registrable Securities have been sold or (z) one year from the date of Closing (such period, the “Registration Period”). If Parent files a Shelf Registration Statement on Form S-3 and thereafter Parent becomes ineligible to use Form S-3 for secondary sales, Parent shall use its reasonable best efforts to file a shelf registration statement on Form S-1 (or successor form), a “Form S-1 Shelf”) as promptly as practicable to replace the Company shall maintain the continuous effectiveness of the shelf Registration Statement that is a Shelf Registration Statement for and have the maximum period permitted by SEC rulesForm S-1 Shelf declared effective as promptly as practicable and to cause such Form S-1 Shelf to remain effective, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to be supplemented and amended to the extent any necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of the Registrable Securities remain outstanding during the Registration Period. When effective, a Registration Statement filed pursuant to this Section 6.03(a) (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the 1933 Act and the Exchange Act and will 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 (in the case of any Prospectus contained in such period Registration Statement, in the light of effectiveness, the “Shelf Period”circumstances under which such statement is made).

Shelf Registration Statement. The Prior to the Closing, the Amneal Group Representative and Impax shall jointly prepare, and Impax shall cause the Company will to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC (no later than five (5) Business Days following the later of (i) the date on which the Registration Statement on Form S-4, to be jointly prepared by Amneal and Impax and filed by the Company in accordance with Section 6.01 of the Transaction Agreement (the “Form S-4 Registration Statement”), is declared effective by the SEC and (ii) the date that Impax has received all information reasonably required from Amneal Group for inclusion in the Shelf Registration Statement, to the extent such information was not previously included in the Form S-4 Registration Statement) a shelf “shelf” registration statement on Form S-3 (or successor form) pursuant S-1 with the SEC with respect to resales of all Registrable Shares to be held by Amneal Group following the Closing in accordance with Rule 415 under (together with any additional registration statements filed to register any Registrable Shares, the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating ). Prior to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration StatementClosing, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company Impax shall use its reasonable best efforts to cause the Company to, and following the Closing the Company shall, use its reasonable best efforts to (i) cause the Shelf Registration Statement on Form S-1 filed pursuant to this Section 5.1 to be declared effective under the Securities Act as promptly as reasonably possible after filing with the SEC and (ii) maintain the effectiveness of (and availability for use of) such Shelf Registration Statement on Form S-1 (including by, without limitation, filing any post-effective amendments thereto or prospectus supplements in respect thereof) until a Shelf Registration Statement on Form S-3 has been declared effective pursuant to the below. Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be declared or otherwise become in the form of a post-effective under the Securities Act. Any such registration pursuant amendment to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as on Form S-1, covering all of the Company is eligible to use Form S-3 (or successor form), the Company shall then Registrable Shares and will maintain the continuous effectiveness of the Shelf Registration Statement on Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 5.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 5.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by Amneal Group (a “Rule 415 Limitation”), such registration statement shall register the resale of a number of Registrable Shares which is equal to the maximum period number of shares as is permitted by SEC the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Shares to be registered for each Amneal Group Member in such registration statement shall replace be reduced pro rata (i) first, among all Amneal Group Members and (ii) second, among purchasers of Company Common Stock in any Shelf Registration Statement at Company-Assisted PIPE Table of Contents Transaction, in each case based on the proportion that the number of Registrable Shares held by such Amneal Group Member or before expirationshares held by such purchasers pursuant to such registration statement bears to the total number of Registrable Shares or shares held by such purchasers, if as applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (be registered pursuant to such period of effectiveness, the “Shelf Period”)registration statement.

Shelf Registration Statement. The Company will file within ninety As promptly as practicable after the date hereof, but in any event no later than forty-five (9045) days following the approval of the date hereof (or if a later time for filing is requested Liberty Charter Amendments by the TPG StockholdersCompany’s stockholders and the filing thereof with the Secretary of State of the State of Delaware, at such later time) the Company shall prepare and file with the SEC a shelf “shelf” registration statement on Form S-3 S-1 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, Form S-3 if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 at such time) with respect to the offer and resale of all Registrable Shares in accordance with Rule 415 (or successor formtogether with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). Upon becoming eligible to use Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the form of a post-effective amendment to the Shelf Registration Statement on Form S-1, covering all of the then Registrable Shares and will maintain the continuous effectiveness of the Shelf Registration Statement for on Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. The Company will use its reasonable best efforts to (i) cause the maximum period permitted by SEC rulesShelf Registration Statement, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and shall replace any resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement at or before expiration, if applicable, with a successor declared effective under the Securities Act as promptly as practicable after such filing and (iv) maintain the effectiveness of (and availability for use of) the Shelf Registration Statement (including by filing any post-effective amendments thereto or prospectus supplements in respect thereof) until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 2.1, if the SEC prevents the Company from including on a registration statement any or all of the Registrable Shares to be registered pursuant to this Section 2.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by the Investors, such registration statement shall register the resale of a number of Registrable Shares which is equal to the extent any maximum number of shares as is permitted by the SEC, and the Company shall use its reasonable best efforts to register all such remaining Registrable Securities remain outstanding (Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the SEC. In such period of effectivenessevent, the “Shelf Period”)number of Registrable Shares to be registered for each Investor in such registration statement shall be reduced pro rata among all Investors, in each case based on the proportion that the number of Registrable Shares held by each Investor bears to the total number of Registrable Shares to be registered pursuant to such registration statement.

Shelf Registration Statement. The (a) In the event that the Company will intends to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under registering the resale of the shares of Common Stock issuable upon conversion of the Securities Act for which the beneficial owners of the Securities have timely delivered a completed Notice and Questionnaire (which registration statement, if and other information that may be required to be delivered to the Company) to the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) accordance with this Section 6.15 (a “Shelf Registration Statement”) relating ), the Company shall deliver to the offer Trustee and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration Holders notice of the ninety (90) day period beginning on anticipated filing date of the Shelf Registration Statement at least 15 Business Days prior to such anticipated filing date. Each beneficial owner of the Securities, 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 to the Company at least eight Business Days prior to the anticipated filing date hereof in accordance with of the methods of distribution Shelf Registration Statement as set forth in the Plan notice described in the immediately preceding sentence.If a beneficial owner of Distribution section the Securities does not timely complete and deliver a Notice and Questionnaire or provide the other information the Company may reasonably request in writing, that beneficial owner will not be named as a selling securityholder in the prospectus included in the Shelf Registration Statement and will not be permitted to sell shares of Common Stock received pursuant to Section 6.05 hereof under the Shelf Registration Statement. From and after the initial effective date of the Shelf Registration Statement until 10 days after the initial effective date of the Shelf Registration Statement, the Company shall use its commercially reasonable efforts, as promptly as is practicable after the date a Notice and Questionnaire is delivered to the Company, (i) if required by applicable law, to file with the SEC a post-effective amendment to the Shelf Registration Statement or to prepare and, if such permitted or required by applicable law, to file a supplement to the prospectus included in the Shelf Registration Statement is not effective within ninety (90) days or an amendment or supplement to any document incorporated therein by reference or file any other required document so that the beneficial owner of the date Securities delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus, and so that such beneficial owner is permitted to deliver such prospectus to purchasers of the Common Stock received pursuant to Section 6.05 hereof in accordance with applicable law (provided that the Company shall not be required to file more than two such supplements or post-effective amendments) and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such beneficial owner, upon request, copies of any documents filed pursuant to Section 6.15(a)(i) hereof; and (iii) notify such beneficial owner as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 6.15(a)(i) hereof; provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the beneficial owner delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any beneficial owner of Securities that has not delivered a Notice and Questionnaire to the Company as a selling securityholder in the Shelf Registration Statement or related prospectus.The Company may require each beneficial owner of Securities, the underlying shares of Common Stock of which is to be permitted to be sold pursuant to the Shelf Registration Statement, to furnish to the Company such information regarding the beneficial owner and the distribution of such shares of Common Stock as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement. The Company may exclude from the Shelf Registration Statement such shares of Common Stock of any beneficial owner of Securities that unreasonably fails to furnish such information within a reasonable time after receiving such rxxxxxx.Xx the event that the Shelf Registration Statement becomes effective or is declared effective by the SEC, as the case may be, and the Company exercises its right to redeem the Securities pursuant to Section 3.01, the Company shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to keep the Shelf Registration Statement shall hereinafter continuously effective, supplemented and amended as required by the Securities Act in order to permit the prospectus forming part thereof to be referred to as usable by the selling securityholders named therein for a period (the “Shelf Registration.” For so long as Registration Period”) initially equal to the Company is eligible to use Form S-3 (or successor formperiod specified in Section 3.09(b)(i)(2), the Company shall maintain the continuous effectiveness of ; provided that the Shelf Registration Statement for Period shall be extended by the maximum period permitted by SEC rules, and number of days in any Deferral Period (provided further that no such extension shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement be required to extend beyond the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”Resale Restriction Termination Date).

Shelf Registration Statement. The Subject to Section 3.3, and provided that the Company will file within ninety is eligible to register the resale of Eligible Securities on Form S-3, the Company shall, as promptly as reasonably practicable (90) days of but in no event later than the 15th Business Day following the date hereof (or if a later time for filing is requested by the TPG Stockholdershereof), at such later time) use its commercially reasonable efforts to file with the SEC a shelf registration statement on Form S-3 (for an offering to be made on a continuous or successor form) delayed basis pursuant to Rule 415 under the Securities Act including, if the Company is then eligible, as an automatic shelf registration, covering the resale of all of the Eligible Securities (which the “Shelf Registration Statement”). The Shelf Registration Statement shall be in a form permitting registration statementof such Eligible Securities for resale or distribution by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings, subject to Section 4.2 (including, but not limited to, Block Trades), agented transactions, sales directly into the market, purchases or sales by brokers, sales or other transfers to shareholders, partners or members of such Holders and Non-Underwritten Shelf Take-Downs). The Company will notify the Seller Representative when such Shelf Registration Statement has become effective. The Company shall not be required to maintain in effect more than one shelf registration at any one time pursuant to this Section 2.1. The Company shall (subject to the limitations on registration obligations of the Company set forth herein) use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing of the Shelf Registration Statement, or automatically if the Company is eligible to file such, shall be as an automatic automatically effective shelf registration as defined in Rule 405 statement, and (subject to the limitations on registration obligations of the Company set forth herein) to keep the Shelf Registration Statement continuously effective under the Securities Act) Act (including by filing a “replacement Shelf Registration StatementStatement upon expiration of a Shelf Registration Statement filed pursuant to this Section 2.1) until the date (“Effectiveness Period”) relating to that is the offer and resale earliest of Registrable (i) the first date when all Eligible Securities covered by any TPG Stockholder at any time and from time to time following the expiration of Shelf Registration Statement have been sold in the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution manner set forth and as contemplated in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90ii) days of the first date hereof, on which there are no longer any Eligible Securities and (iii) the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf RegistrationEnd Date.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant Corporation shall use its reasonable efforts to Rule 415 cause any Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if as soon as practicable after the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale initial filing of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the such Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofand once effective, the Company Corporation shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become remain continuously effective under for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities Act. Any covered by such registration Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall hereinafter use its reasonable efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original Members in accordance with the terms of the Operating Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be referred to filed and maintained with the Securities and Exchange Commission as a “Shelf Registration.” For so long soon as practicable after the Company is Corporation becomes eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the file a Shelf Registration Statement for a Short-Form Registration; provided that any of the maximum period permitted by SEC rulesOriginal Members may, and shall replace any with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement at the Registrable Securities owned by or before expirationissuable to such Holder. In order for any of the Original Members to be named as a selling securityholder in such Shelf Registration Statement, if applicable, with a successor effective the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the extent contrary in Section 2(d)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities remain outstanding (or any other Holder if such period of effectiveness, resale does not require a supplement to the “Shelf Period”)Registration Statement.

Shelf Registration Statement. The Company agrees that, as soon as reasonably practicable within thirty (30) calendar days, but no later than forty-five (45) calendar days following the Merger Closing Date (the “Filing Date”), the Company will file within ninety with the Commission (90at the Company’s sole cost and expense) days a registration statement registering the resale of the date hereof Acquired Shares and the Shares to be acquired by investors pursuant to the Other Subscription Agreements (the “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the Filing Date (or the 90th calendar day if the Commission notifies the Company (orally or in writing) that it will “review” the Registration Statement) and (ii) the 10th Business Day after the date the Company is notified (orally or in writing) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that (i) if the Commission is closed for operations due to a later time government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for filing is operations and (ii) if the Subscriber fails to provide the Company with any information requested by the TPG StockholdersCompany that is required to be provided in such Registration Statement with respect to the Subscriber, at then, for purposes of this Section, the Filing Date or Effectiveness Date, as applicable, shall be extended two (2) Business Days following the date of receipt by the Company of such later time) requested and required information from the Subscriber; provided, further, that the Company’s obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Company to effect the registration of the resale of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the SEC Company may reasonably request that are customary of a shelf registration statement selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement in accordance with Section 5(c). In no event shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the Commission. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Acquired Shares proposed to be registered for resale under the Registration Statement due to limitations on Form S-3 (or successor form) pursuant to the use of Rule 415 under of the Securities Act for the resale of the Acquired Shares by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Acquired Shares which registration statementis equal to the maximum number of Acquired Shares as is permitted by the Commission and (ii) the number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. Following the Effectiveness Date, if the Company is eligible transfer restrictions as set forth on Exhibit A to file such, shall be as an automatic shelf registration as defined in Rule 405 under this Subscription Agreement are no longer required by the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale Act or any applicable state securities laws, upon request of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofSubscriber, the Company shall use its commercially reasonable best efforts to cause cooperate with Subscriber to have such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant transfer restrictions removed, including providing authorization to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf RegistrationTransfer Agent.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. (a) The Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG StockholdersCompany, at such later time) its expense, agrees to file with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (a delayed or successor form) continuous basis pursuant to Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, respectively (each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to file such, shall be as an automatic shelf registration as defined included in Rule 405 under the Securities Act) (a “any Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use all reasonable best efforts to cause such each Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof, but in any event not later than the Effectiveness Target Date after the Closing Date, and to keep each Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act until the earlier of (i) the date that is two years after the date on which all of the Notes are sold by the Company (including those sold pursuant to the Shelf Registration Statement shall hereinafter be referred option granted to as a “Shelf Registration.” For so long as the Company is eligible Initial Purchasers in the Purchase Agreement) to use Form S-3 the Initial Purchasers (or successor formthe "Effectiveness Period"), (ii) the Company shall maintain date when the continuous effectiveness Holders of Registrable Securities are able to sell all such securities immediately without restriction pursuant to the Shelf Registration Statement for volume limitation provisions of Rule 144 under the maximum period permitted by SEC rulesSecurities Act or any successor rule thereto or otherwise, and shall replace or (iii) the sale pursuant to any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)all securities registered thereunder.

Shelf Registration Statement. The Investor may, at any time request (such request, the "Investor Request") that the Company will file within ninety a registration statement under the Securities Act covering, except as set forth in the fourth to last sentence of this Section 2(a), all of the Registrable Securities then held by the holders of such Registrable Securities on Form S-3 or such other form the Company is eligible to use to allow for the resale of the Registrable Securities (90the “Shelf Registration”) days and shall have such Registration Statement declared effective by the Securities and Exchange Commission with respect to such resale of such Registrable Securities as expeditiously as possible but in any event by not later than the later to occur of the 150 day anniversary of the date hereof of delivery of the Investor Request or June 30, 2012 (the “Outside Date”), on a delayed or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) continuous basis pursuant to Rule 415 under the Securities Act (which such registration statementstatement filed pursuant to the first sentence of this Section 2(a), if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Initial Shelf Registration Statement”); provided, however, that (i) relating if a Qualifying Change in Control is consummated prior to the offer Outside Date, the Company shall file and resale have declared effective by the Securities and Exchange Commission the Initial Shelf Registration Statement within 120 days of the consummation such Qualifying Change in Control; and (ii) if an Incidential Registration Statement is proposed to be filed prior the Outside Date, and holders of such Registrable Securities have not been afforded the opportunity to include all Registrable Securities in such Incidental Registration Statement, the Company shall file and have declared effective by any TPG Stockholder at the Securities and Exchange Commission the Initial Shelf Registration Statement by not later than the date of effectiveness of such Incidental Registration Statement. For purposes of clarity, the Company shall only be obligated to file one Initial Shelf Registration Statement. The Company will cause the Shelf Registration Statement to remain continuously effective under the Securities Act until the earliest of (i) the date that is two (2) years (or in the case of a registration statement on Form S-3, such longer period as may be permitted under applicable law) after the initial effectiveness thereof and (ii) the earliest date on which all Registrable Securities shall have either (A) been sold pursuant to the Shelf Registration or (B) ceased to be outstanding or constitute Registrable Securities (such period, the "Effectiveness Period"). At any time and from time to time after the Shelf Registration Lapse Date, the Company shall, if requested by the holders of Registrable Securities, file and have declared effective as expeditiously as possible a subsequent registration statement for the Shelf Registration in the form specified herein for an Initial Shelf Registration Statement to enable the resale of such Registrable Securities that either (1) have not been sold in accordance with this Section 2(a) or (2) remain outstanding or continue to constitute Registrable Securities. In the event that the Securities and Exchange Commission will not allow the Company to include all Registrable Securities in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement, the Company shall, if requested by the holders of Registrable Securities, file as promptly as practicable following such time as it is permitted to do so by the expiration Securities and Exchange Commission, and have declared effective, a subsequent registration for a Shelf Registration in accordance with this Section 2 to register the resale of the ninety (90) day period beginning on the date hereof such Registrable Securities in accordance with the methods terms of distribution set forth this Agreement. Any registration statement for a Shelf Registration that is not the Initial Shelf Registration Statement is referred to herein as a "Subsequent Shelf Registration Statement" and the Initial Shelf Registration Statement and the Subsequent Shelf Registration Statements are sometimes referred to collectively as the "Shelf Registration Statement". Notwithstanding anything in this Agreement to the contrary, in the Plan event an Eligible Investor Transferee becomes a party to this Agreement in accordance with Section 9 hereof subsequent to the time of Distribution section effectiveness of the a Shelf Registration Statement, and, if the Company's obligation to register Registrable Securities acquired by such Eligible Investor Transferee pursuant to such Section 9 shall be limited to filing a prospectus supplement to the applicable existing Shelf Registration Statement to include such Eligible Investor Transferee as a selling shareholder thereunder and in any event only to the extent such filing is not effective within ninety (90) days permitted by law. For the avoidance of the date hereofdoubt, the Company shall use reasonable best efforts not be obligated to cause such file any new Shelf Registration Statement or a post-effective amendment to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the any existing Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness in respect of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (acquired by such period of effectiveness, the “Shelf Period”)Eligible Investor Transferee.

Shelf Registration Statement. The Company will shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering all of the Securities Act Registrable Notes (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating ). The Company shall use commercially reasonable efforts to file with the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following SEC the expiration Shelf Registration Statement within 90 days of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section delivery of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company Notice and shall use commercially reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities ActAct as promptly as practicable thereafter. Any The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such registration Registrable Notes for resale by Holders in the manner or manners reasonably designated by them. The Company shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company, 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, may reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement shall hereinafter be referred to continuously effective under the Securities Act until the date which is two years from the Closing Date (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by the Shelf Registration Statement have been sold in the manner set forth and as a “contemplated in the Shelf Registration.” For so long as Registration Statement; provided, however, that the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for by written notice to any Holders solely (A) as a result of the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with filing of a successor post-effective amendment to the Shelf Registration Statement to incorporate audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or (B) to the extent any Registrable Securities remain outstanding (such period and for so long as permitted by the third to last paragraph of effectiveness, the “Shelf Period”)Section 5.

Shelf Registration Statement. The Subject to the following paragraphs of this Section 3(a), on or after the Exchange Period Start Date, any Holder or Holders of Registrable Securities shall have the right to request that the Company will to use its reasonable best efforts to (i) file within ninety (90) under the Securities Act as promptly as practicable, but not later than 60 days of the date hereof (or if after such Holders’ request, a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf “shelf” registration statement providing for the registration of, and the sale on Form S-3 (a continuous or successor form) delayed basis by such Holders of, all or a portion of such Holders’ Registrable Securities pursuant to Rule 415 under or any similar rule that may be adopted by the Securities Act SEC (which such filing, a “Shelf Registration” and such registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”), in each case by delivering a Demand Notice, provided that (A) the aggregate outstanding principal amount of the Registrable Securities being so registered shall represent not less than 15% of the aggregate outstanding principal amount of all Securities and (B) the Company shall not be obligated to file a Shelf Registration Statement relating to any Demand Notice under this Section 3(a) within a period of 180 days after the offer Effective Time of any other Registration Statement relating to any Demand Notice under Section 3(a) or Section 3(b), and resale of Registrable Securities by any TPG Stockholder at any time and from time (ii) supplement or make amendments to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, andas and when required by the rules, if regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement is not effective within ninety (90) days of or by the date hereofSecurities Act or rules and regulations thereunder for shelf registration, the Company shall use reasonable best efforts and to cause furnish to each Holder electing to participate in such Shelf Registration Statement to copies of any such supplement or amendment promptly be declared or otherwise become effective under following its filing with the Securities ActSEC. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as Within 10 days after receipt by the Company is eligible to use Form S-3 (or successor formof a Demand Notice in accordance with this Section 3(a), the Company shall give written notice of such Demand Notice to all other Holders of Registrable Securities and shall, subject to the provisions of Section 3(d) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such notice is given by the Company to such Holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the continuous effectiveness of the Shelf Registration Statement with respect to any Demand Registration for a period of at least six months after the maximum Effective Time thereof or such shorter period permitted during which all Registrable Securities covered by SEC rules, and such Registration Statement have actually been sold; provided that such period shall replace be extended for a period of time equal to the period any Shelf Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or before expiration, if applicable, with a successor effective Shelf Registration Statement an underwriter of the Company pursuant to the extent any Registrable Securities remain outstanding (such period provisions of effectiveness, the “Shelf Period”)this Agreement.

Shelf Registration Statement. The Company will file within ninety (90a) days of the date hereof (or if a later time for filing is requested by the TPG StockholdersSubject to Section 1.3, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file suchagrees that, shall be as an automatic shelf registration soon as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of reasonably practicable after the date hereof, the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement registering the resale of the Registrable Securities (the “Shelf Registration Statement”). The Company shall use its reasonable best efforts to have the Shelf Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof and in any event before the 6-month anniversary of the date hereof. (b) Subject to Section 1.3, the Company agrees to use reasonable best efforts to cause keep a Shelf Registration Statement continuously effective until (i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution in the prospectus included in the Shelf 2 Registration Statement, or (ii) the date on which this Agreement terminates pursuant to Section 3.1. (c) The Tencent Investor agrees to disclose its ownership to the Company upon request. The Company’s obligations to include the Registrable Securities in the Shelf Registration Statement are contingent upon the Tencent Investor furnishing in writing to the Company such information regarding the Tencent Investor, the securities of the Company held by the Tencent Investor and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities proposed to be registered under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities or otherwise, such Shelf Registration Statement to promptly be declared or otherwise become effective under shall register the resale of a number of Registrable Securities Act. Any such registration pursuant which is equal to the Shelf Registration Statement shall hereinafter be referred to maximum number of Registrable Securities as a “Shelf Registration.” For so long as is permitted by the Company is eligible to use Form S-3 (or successor form)Commission; provided, however, that the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period use its reasonable best efforts to include such Registrable Securities that are not registered due to such limitation in a registration statement as soon as practicable after such registration is permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Commission. 1.2.

Shelf Registration Statement. The Company will file within ninety (90) days of on the date hereof (or, if impracticable to file on the date hereof or if a later time for filing is otherwise requested by the TPG StockholdersShareholders, at such later timereasonably promptly following the date hereof, will file on a date acceptable to the TPG Shareholders) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder Shareholders at any time and from time to time following the expiration of the ninety thirty (9030) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days as of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will file within ninety (90) days of the date hereof (or if a later At any time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant and from time to Rule 415 under the Securities Act (which registration statement, if time when the Company is eligible to utilize a Shelf Registration, as promptly as practicable after the Corporation receives written notice of a request for a Shelf Registration, the Corporation shall file such, shall be as an automatic shelf with the Securities and Exchange Commission a registration as defined in Rule 405 statement under the Securities Act) Act for the Shelf Registration (a “Shelf Registration Statement”) relating ). The Corporation shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the offer and resale Securities Act as soon as practicable after the initial filing of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the such Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofand once effective, the Company Corporation shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become remain continuously effective under for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities Act. Any covered by such registration Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Corporation shall hereinafter use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Original LLC Owners in accordance with the terms of the LLC Agreement (or such other number of Registrable Securities specified in writing by the Holder with respect to the Registrable Securities owned by or issuable to such Holder) to enable and cause such Shelf Registration Statement to be referred filed and maintained with the Securities and Exchange Commission as soon as practicable after the later to as a “Shelf Registration.” For so long as occur of (i) the Company is expiration of the Holdback Period and (ii) the Corporation becoming eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the file a Shelf Registration Statement for a Short-Form Registration; provided that any of the maximum period permitted by SEC rulesOriginal LLC Owners may, and shall replace any with respect to itself, instruct the Corporation in writing not to include in such Shelf Registration Statement at the Registrable Securities owned by or before expirationissuable to such Holder. In order for any of the Original LLC Owners to be named as a selling securityholder in such Shelf Registration Statement, if applicable, with a successor effective the Corporation may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto. Notwithstanding anything to the extent contrary in Section 2(g)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities remain outstanding (or any other Holder if such period of effectiveness, resale does not require a supplement to the “Shelf Period”)Registration Statement.

Shelf Registration Statement. The As soon as reasonably practicable within 60 days after the Effective Date, but in no event later than 90 days following the Effective Date, the Company will shall (a) file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement (the “Shelf Registration Statement”) under the Securities Act on Form S-3 (or any successor formform or similar short-form registration involving a similar amount of disclosure constituting a “shelf” registration statement for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act) (“Form S-3”) that covers all Registrable Securities then held by the Holders for a public offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (which registration statement, if or any successor rule thereto) and includes a Prospectus (the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration StatementProspectus”) relating to that permits the offer and resale disposition of all Registrable Securities by any TPG Stockholder at any time and from time subject to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety and (90b) days of the date hereof, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under as promptly thereafter as practicable, but in any event not later than one hundred eighty (180) days after the Securities Act. Any such registration pursuant Effective Date if the Company receives comments to the Shelf Registration Statement from the staff of the Commission (“SEC Comments”) or one hundred twenty (120) days after the Effective Date if the Company does not receive SEC Comments. The Company shall hereinafter use its reasonable best efforts to prepare and file with the Commission such amendments, post-effective amendments and supplements (including prospectus supplements) to such Shelf Registration Statement and the Shelf Prospectus as may be referred necessary to as a keep such Shelf Registration Statement effective and to comply with the provisions of the Securities Act to, subject to Section 3.4, permit the disposition of all Registrable Securities subject thereto during the period (the “Shelf Registration.” For so long as Registration Statement Effective Period”) beginning on the Company is eligible to use Form S-3 (or successor form), date the Company shall maintain staff of the continuous effectiveness of Commission declares the Shelf Registration Statement for effective and ending on the maximum period permitted by SEC rulesearliest to occur of (i) 36 months after the effective date of such Shelf Registration Statement, and shall replace any (ii) the date on which all the Registrable Securities subject thereto have been sold or distributed pursuant to such Shelf Registration Statement at or before expiration, if applicable, with a successor effective (iii) the date when all Registrable Securities covered by the Shelf Registration Statement first become eligible for sale pursuant to Rule 144 under the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Act without volume limitation or other restrictions on transfer thereunder.

Shelf Registration Statement. The Company will file within ninety (90) days of As promptly as practicable after the date hereof (or if a later time for filing is requested by the TPG Stockholdershereof, at such later time) Parent shall prepare and file with the SEC a shelf “shelf” registration statement on Form S-3 (or successor form) pursuant except if Parent is not then eligible to Rule 415 under use Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act (which registration statement, if and the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Exchange Act) with respect to the offer and resale or distribution of all Registrable Shares in accordance with Rule 415 (a such registration statement together with any additional registration statements filed to register any Registrable Shares, the “Shelf Registration Statement”). Parent will use commercially reasonable efforts to (i) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of cause the Shelf Registration Statement, andwhen filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, but in any event no later than the expiration of the Lock-Up Period and (iv) maintain the effectiveness of (and availability for use of) the Shelf Registration Statement (including by filing any post-effective amendments thereto or prospectus supplements in respect thereof) until such time as there are no Registrable Shares or this Agreement is terminated pursuant to Section 3.13 (the “Effective Period”). Notwithstanding the foregoing provisions of this Section 2.1, if the SEC prevents Parent from including on a Shelf Registration Statement any or all of the Registrable Shares to be registered pursuant to this Section 2.1 due to limitations on the use of Rule 415 of the Securities Act for the resale of Registrable Shares by Investor, such Shelf Registration Statement shall register the resale of a number of Registrable Shares which is not effective within ninety (90) days equal to the maximum number of shares as is permitted by the SEC, and Parent shall use commercially reasonable efforts to register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf RegistrationSEC.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. The Company will file within ninety hereby covenants and ---------------------------- agrees that if the price at which the Company's Common Stock is offered and sold to the public pursuant to the Initial Registration is less than nine dollars (90$9.00) days per share (as adjusted for recapitalizations, stock splits and the like), during the period beginning six (6) months after the Initial Registration and ending eleven (11) months after the Initial Registration, upon the written request (the "Shelf Registration Request") of holders of a majority of Registrable Securities issued upon conversion of the date hereof Shares purchased pursuant to the Amended Series D Agreement (the "Shelf Registrable Securities"), the Company will use its commercially reasonable efforts to file with the Commission, a Form S-1 registration statement covering resales of the Shelf Registrable Securities for which registration has been requested (the "Shelf Registration"), and use commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period (the "Effectiveness Period") through the first anniversary of the closing under the Amended Series D Agreement or if a later time for filing is requested until the distribution contemplated by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 has been completed. In the event that, in the judgment of the Company, it is advisable to suspend use of the prospectus relating to such registration statement for a discrete period of time (a "Deferral Period") due to pending material corporate developments or successor form) pursuant similar material events that have not yet been publicly disclosed and as to Rule 415 under the Securities Act (which registration statement, if the Company is eligible believes public disclosure will be prejudicial to file suchthe Company, the Company shall be as an automatic shelf deliver a certified resolution of the Board of Directors of the Company, signed by a duly authorized officer of the Company, to each holder of Shelf Registrable Securities, to the effect of the foregoing and, upon receipt of such certificate, such holders agree not to dispose of such Registrable Securities covered by such registration as defined or prospectus (other than in Rule 405 transactions exempt from the registration requirements under the Securities Act); provided, however, that such Deferral Period shall be no longer than sixty (60) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section days. Upon receipt of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereofRequest, the Company shall use reasonable best efforts will notify all other holders of Shelf Registrable Securities of the Company's intent to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration register shares pursuant to this Section 2.6. Such holders of Shelf Registrable Securities shall have a period of fifteen (15) days following the mailing of such notice, in which to notify the Company in writing of the amount of Shelf Registrable Securities, if any, that such holders wish to be include in the Shelf Registration Statement shall hereinafter be referred Registration. Subject to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form)provisions of this Section 2.6, the Company procedures set forth in Section 1.7 shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement be applicable to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)registrations effected pursuant to this Section 2.6.

Shelf Registration Statement. The Company will Partnership and the Guarantors shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering (i) all of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the "Shelf Registration Statement"). The Partnership and the Guarantors shall use their respective reasonable efforts to file with the Commission the Shelf Registration Statement as soon as practicable and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Shelf Registration Statement. The Partnership and the Guarantors shall use their respective reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating on or prior to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section that is 180 days after delivery of the Shelf Registration Statement, and, if such Notice and to keep the Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become continuously effective under the Securities Act. Any Act until the date that is two years from the Closing Date (or such registration shorter restrictive period as may be required pursuant to Rule 144(k)) or such shorter period ending when all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement extended to the extent any Registrable required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Act and as otherwise provided herein.

Shelf Registration Statement. (a) The Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date a shelf registration statement Registration Statement for an offering to be made on Form S-3 (a continuous basis pursuant to Rule 415, covering all of the Transfer Restricted Securities or successor form) separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). The Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible to file such, shall be as an automatic shelf permitting registration as defined in Rule 405 under of such Transfer Restricted Securities for resale by the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth Holders in the Plan manner or manners reasonably designated by Holders of Distribution section a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use its reasonable best efforts to cause such the Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act for two years after the latest date of original issuance of any of the Notes (subject to extension pursuant to Sections 2(d) hereof) (the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form"Effectiveness Period"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (the "Initial Shelf Registration Statement"). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if on or prior to the 90th day after the Company determines or is eligible notified that such a Shelf Filing Event has occurred; provided that the Shelf Registration Statement shall not be declared effective on or prior to file suchJune 1, shall be as an automatic shelf registration as defined in Rule 405 2003 and (y) to keep the Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is two years from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (90the "Effectiveness Period"), or such shorter period ending when (i) days of all Registrable Notes covered by the date hereof, the Company shall use reasonable best efforts to cause such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to promptly be outstanding, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement at or before expiration, if applicable, with a successor where such post-effective Shelf Registration Statement amendment is not yet effective and needs to be declared effective to permit holders to use the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)related Prospectus.

Shelf Registration Statement. The Company will file within ninety As soon as reasonably practicable after the Closing Date and in any event not later than seven (907) days Business Days of the date hereof Closing Date, CSRA shall file a Registration Statement for a Shelf Registration on Form S-1 covering the resale of all Stockholder Registrable Securities on a delayed or continuous basis (or if the “Form S-1 Shelf”). In the event that CSRA becomes eligible to use Form S-3 under the Securities Act after twelve (12) calendar months following the Closing Date, CSRA shall use its commercially reasonable efforts to convert the Form S-1 Shelf to a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Shelf Registration on Form S-3 (or successor form) pursuant to Rule 415 under a “Form S-3 Shelf” and together with the Securities Act (which registration statementForm S-1 Shelf, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating ). Subject to the offer terms of this Agreement, including any applicable Blackout Period, CSRA shall respond to any comments from the SEC as promptly as practicable and resale of Registrable Securities by any TPG Stockholder at any time and from time use its commercially reasonable efforts to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of cause the Shelf Registration Statement, and, if Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof and shall use its commercially reasonable efforts to keep such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become continuously effective under the Securities Act. Any Act until the date that all Stockholder Registrable Securities covered by such registration pursuant Registration Statement are no longer Stockholder Registrable Securities (the period during which CSRA shall use its commercially reasonable efforts to keep the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as continuously effective under the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, Securities Act in accordance with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, this Section 2.1 the “Shelf Period”). CSRA shall notify the holders of Stockholder Registrable Securities named in the Shelf Registration Statement via facsimile or by email of the effectiveness of a Form S-1 Shelf promptly once CSRA telephonically confirms effectiveness with the SEC. CSRA shall file a final Prospectus with the SEC to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Stockholder Registrable Securities requested in writing to be included therein by Providence including, if so requested in writing by Providence, firm commitment underwritten public offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering.

Shelf Registration Statement. The Company will use its best ---------------------------- efforts to: (A) file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering all of the Transfer Restricted Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “"Shelf Registration Statement”"), within 90 days of ---------------------------- the earliest to occur of clauses (i) relating to the offer through (v) in Section 2(c) above and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90B) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of cause the Shelf Registration StatementStatement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, andhowever, that if such -------- ------- the Company files a Shelf Registration Statement is pursuant to this Section 3(a), it need not effective within ninety (90) days of abandon the date hereofattempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use reasonable its best efforts to cause file with the SEC the Shelf Registration Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings), or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended to ensure that it is available for resales of Notes by the holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to promptly be declared or otherwise become effective under conform with the requirements of this Agreement, the Securities Act. Any such registration Act and the policies, rules and regulations of the SEC, as announced from time to time, until the second anniversary of the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness ------------- Period"), or such shorter period ending when all Transfer Restricted Securities ------ covered by the Shelf Registration Statement shall hereinafter be referred to have been sold in the manner set forth and as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of contemplated in the Shelf Registration Statement or when the Transfer Restricted Securities become eligible for resale pursuant to Rule 144 under the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expirationSecurities Act without volume restrictions, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)any.

Shelf Registration Statement. The (a) Subject to the terms and conditions hereof, and further subject to the availability of Form S-3 to the Company, the Company will shall file as soon as reasonably practicable, and in any case, within ninety (90) 30 days of the later of the date hereof (or if of this Agreement and the date that the Company is eligible to register Registrable Securities on a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) S-3, and use commercially reasonable efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3, providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of an amount of Registrable Securities equal to the Warrant Shares (which registration statementthe “Shelf Registration Statement”). With respect to such Shelf Registration Statement, if the Investor shall be deemed to be the Demand Shareholder. To the extent the Company is eligible to a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), the Company shall file such, shall be as the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (or any successor form thereto. If registering a “number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an automatic shelf registration statement at the time of filing of the automatic shelf registration statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company may also amend an existing registration statement on Form S-3, including by post-effective amendment, in order to fulfill its obligations hereunder. Notwithstanding the foregoing, the Company will not file a Shelf Registration Statement”) relating Statement if it receives a request from Investor in writing prior to filing the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following same requesting that the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of Company not file the Shelf Registration Statement, and, if such Shelf Registration Statement is . The Company will thereafter not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts be required to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to file the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as until the Company is eligible to use Form S-3 (or successor form)receives a written request from Investor, in which case the Company shall maintain the continuous effectiveness of will proceed to file the Shelf Registration Statement for the maximum period permitted by SEC rules, as soon as reasonably practicable and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement subject to the extent any Registrable Securities remain outstanding (such period terms of effectiveness, the “Shelf Period”)this Agreement.

Shelf Registration Statement. The Company will file within ninety (90) Notwithstanding anything to the contrary herein, as soon as reasonably practicable, but in no event more than 30 days of from the date hereof of this Agreement, the Company shall (i) prepare and file with (or if confidentially submit to) the Commission a later time Shelf Registration Statement that covers all Registrable Securities then outstanding for filing is requested by the TPG Stockholders, at such later time) with the SEC an offering to be made on a shelf registration statement on Form S-3 (delayed or successor form) continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto and (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Actii) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to promptly be declared effective by the Commission as soon as reasonably practicable thereafter; provided, however, that the Company shall be permitted to file a post-effective amendment or otherwise become prospectus supplement to any currently effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred in lieu of an additional Registration Statement pursuant to as a “Shelf Registration.” For so long as Section 2(c) to the extent the Company is eligible determines, and the Requesting Holder(s) agree, that the Registrable Securities of the Requesting Holder(s) may be sold thereunder by such Requesting Holder(s) pursuant to use Form S-3 (their intended plan of distribution. From and after the declaration of effectiveness by the Commission of such Shelf Registration Statement or successor form)the filing of such post-effective amendment or prospectus supplement to any currently effective Shelf Registration Statement, the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective use commercially reasonable efforts to cause such Shelf Registration Statement to the extent be continuously effective so long as there are any Registrable Securities remain outstanding (outstanding. In connection with such period of effectivenessShelf Registration Statement, the “Company will, subject to the terms and limitations of this Section 2, as promptly as reasonably practicable upon notice from any Requesting Holder in accordance with the terms of this Section 2(c), cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Registration as may be reasonably requested by such Holder or as otherwise required to reflect the number of Registrable Securities to be sold thereunder. The Company shall not be required to maintain in effect more than one Shelf Period”)Registration at any one time.

Shelf Registration Statement. The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 (the "INITIAL SHELF REGISTRATION STATEMENT") covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after such Shelf Filing Event occurs (but in no event prior to 135 days following the date of the original issuance of the Notes). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs and (which registration statement, if y) to keep the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is two years from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (90the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) days of all Registrable Notes covered by the date hereof, the Company shall use reasonable best efforts to cause such Initial Shelf Registration Statement to promptly be have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; PROVIDED, HOWEVER, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with Holders solely as a successor result of the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the extent any Registrable Securities remain outstanding (Company where such period of effectiveness, post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the “Shelf Period”)related Prospectus.

Shelf Registration Statement. (a) The Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to file such, shall be as an automatic shelf registration as defined included in Rule 405 under the Securities Act) (a “any Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use all reasonable best efforts to cause such each Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep each Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act for two years after the date on which all of the Notes are sold by the Company (including those sold pursuant to the Shelf Registration Statement shall hereinafter be referred option granted to as a “Shelf Registration.” For so long as the Company is eligible Initial Purchasers in the Purchase Agreement) to use Form S-3 the Initial Purchasers (or successor formthe "Effectiveness Period"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The Company will Issuer shall prepare and file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC SEC, as promptly as practicable following the Shelf Notice, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 under covering all of the Securities Act (Transfer Restricted Securities, which registration statement, if the Company Shelf Notice is eligible given pursuant to file suchSection 2(g)(1) or (2), shall may be as an automatic shelf registration as defined in Rule 405 under amendment to the Securities Act) Exchange Offer Registration Statement (a “the "Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration "). The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of the ninety (90) day period beginning on Transfer Restricted Securities for resale by the date hereof in accordance with the methods of distribution set forth Holders in the Plan of Distribution section of manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuer shall use its best efforts, andas described in Section 5(b) hereof, to cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable after the filing of such Shelf Registration Statement, but in no event later than the Effectiveness Target Date (or in the case of a Shelf Registration Statement filed pursuant to Section 2(g)(3) hereof, by the later of the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and to keep the Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date which is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration Statement is not effective within ninety (90filed pursuant to Section 2(g)(3) days at the request of the Initial Purchaser), (ii) the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the that all Transfer Restricted Securities Act. Any such registration pursuant to covered by the Shelf Registration Statement shall hereinafter have been sold in the manner set forth and as contemplated in the Shelf Registration Statement, (iii) the date that there ceases to be referred to as a “Shelf Registration.” For so long as securities outstanding that constitute Transfer Restricted Securities, or (iv) the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of date on which all Transfer Restricted Securities covered by the Shelf Registration Statement for become tradeable under Rule 144 without regard to volume limitations (the maximum period permitted by SEC rules, and shall replace any "Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Effectiveness Period”").

Shelf Registration Statement. The Company will file within ninety If (90i) days the Issuer, upon advice of its outside counsel, determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or prior to the date hereof specified therefor in Section 2(a), or (iii) any Holder notifies the Issuer prior to the 20th Business Day following the Exchange Date that it (x) is prohibited by law or if the applicable interpretations of the Staff from participating in the Exchange Offer, (y) may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a later time Prospectus and the Prospectus included in the Exchange Offer Registration Statement is not appropriate or available for filing such resales, or (z) is requested a broker-dealer and owns Securities acquired directly from the Issuer or an Affiliate of the Issuer, the Issuer and the Guarantors shall use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the case may be, a Shelf Registration Statement providing for the resale of all the Transfer Restricted Securities by the TPG StockholdersHolders thereof and to have such Shelf Registration Statement declared effective by the SEC. If the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 2(b), at such later time) the Issuer and the Guarantors shall use their respective commercially reasonable efforts to file the Shelf Registration Statement with the SEC a shelf registration statement on Form S-3 or prior to the 30th day after such filing obligation arises (or successor formthe “Shelf Filing Date”) pursuant and to Rule 415 cause the Shelf Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 90th day after the date on which the Shelf Registration Statement is filed. The Issuer and the Guarantors agree to use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of (which registration statement, if i) the Company is eligible time the Securities covered by the Shelf Registration Statement can be sold pursuant to file such, shall be as an automatic shelf registration as defined in Rule 405 144 under the Securities ActAct without any limitations under clauses (c), (e), (f) and (a h) of Rule 144, (ii) two years from the Closing Date and (iii) the date on which all Securities registered thereunder have been disposed of in accordance therewith (the “Shelf Registration StatementEffectiveness Period”) relating ). The Issuer and the Guarantors shall be deemed not to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time have used their respective commercially reasonable efforts to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of keep the Shelf Registration StatementStatement effective during the requisite period if they voluntarily take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, andunless (i) such action is required by applicable law, (ii) the Issuer and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 3(i), if applicable. The Issuer and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement is not effective within ninety (90) days or by the Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of the date hereofTransfer Restricted Securities with respect to information relating to such Holder, the Company shall and to use their respective commercially reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being filed with (in the case of a supplement) or declared effective by (in the case of an amendment) the SEC. Each Holder participating in such Shelf Registration Statement shall notify the Issuer promptly of any sale of Securities by it. The Company may require each Holder of Securities to be declared or otherwise become effective under the Securities Act. Any such registration sold pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company is eligible may from time to use Form S-3 (time reasonably require for inclusion in the Shelf Registration Statement, including requiring the Holder to properly complete and execute such selling Security Holder notice and questionnaires, and any amendments or successor form)supplements thereto, as the Company may reasonably deem necessary or appropriate, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuer shall maintain the continuous effectiveness of cause the Shelf Registration Statement for and the maximum period permitted by related Prospectus and any amendment or supplement 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 SEC rulesand (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, and shall replace any Shelf Registration Statement at or before expirationin the light of the circumstances under which they were made, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)not misleading.

Shelf Registration Statement. The Company will file within ninety (90a) Parent shall, on the terms and conditions hereinafter provided, use its best efforts to cause to be filed a Shelf Registration Statement no later than the date which is 90 days of after the date hereof (or if a later time for filing is requested by the TPG Stockholders“Filing Deadline”), at such later time) with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant and thereafter proceed to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable its best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under by the Securities ActCommission no later than 180 days after the date hereof (the date on which the Shelf Registration Statement is so declared effective by the Commission, the “Effectiveness Date”). Any Subject to the terms of this Agreement, Parent agrees to prepare and file with the Commission such registration pursuant amendment and supplement to the Shelf Registration Statement shall hereinafter be referred and the prospectus used in connection therewith and otherwise use commercially reasonable efforts to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of keep the Shelf Registration Statement for continuously effective from the maximum period permitted Effectiveness Date until the earlier of (i) the first date that all Registrable Stock covered by SEC rules, and shall replace any the Shelf Registration Statement at have been sold or before expiration, if applicable, with may be sold in a successor effective 3 month period under Rule 144(k); or (ii) five (5) years from the date the Shelf Registration Statement has been declared effective by the Commission; provided, that such five-year period shall be extended to the extent of any Registrable Securities remain outstanding Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. At least five (such period of effectiveness5) Business Days prior to the filing, the “Shelf Period”)Registration Statement (and each amendment thereto, as well any supplement to the prospectus contained therein) shall be provided to the Purchasers’ legal counsel prior to its filing with or other submission to the Commission and such legal counsel shall have a reasonable opportunity to review and comment on such Shelf Registration Statement.

Shelf Registration Statement. The Company will file within ninety (90a) days From and after the expiration of the date hereof (or if Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC a shelf registration statement on Form S-3 or any successor form thereto (or successor form“Form S-3”) to the Company, any of the Demand Shareholders may by written notice delivered to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to the offer and resale sale, from time to time, of an amount of Registrable Securities then held by any TPG Stockholder at any time and from time such Demand Shareholders that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, to time following the extent that upon the expiration of the ninety Restricted Period the Company is a well-known seasoned issuer (90) day period beginning on as defined in Rule 405 under the date hereof Securities Act), a Shelf Notice shall not be required and the Company shall file, in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if order that such Shelf Registration Statement is not effective within ninety (90) days upon the expiration of the date hereofRestricted Period, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by such Demand Shareholders. Any such registration In lieu of filing a Shelf Registration Statement following the delivery of a Shelf Notice pursuant to this Section 5.3(a), the Company may, at its option, elect to satisfy its obligations under this Section 5.3(a) by registering such Registrable Securities on the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as contemplated by Section 5.7 of the Merger Agreement in connection with the Closing, it being understood that, notwithstanding any such election by the Company is eligible or anything herein to use Form S-3 (or successor form)the contrary, no Demand Shareholder shall be entitled to deliver a Take-Down Notice until the Company shall maintain the continuous effectiveness expiration of the Shelf Registration Statement for the maximum period permitted by SEC rulesRestricted Period, and the Transfer restrictions contained in Article II shall replace any Shelf Registration Statement at or before expiration, if applicable, continue to apply in all respects in accordance with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)their terms.

Shelf Registration Statement. (a) The Company will shall prepare and file within ninety (90) with the SEC, as soon as practicable but in any event on or prior to the date 90 days following the latest date of original issuance of the date hereof Notes (or if the "Filing Date"), a later time Registration Statement for filing is requested by the TPG Stockholders, at such later time) with the SEC an offering to be made on a shelf registration statement on Form S-3 (or successor form) continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by the Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration"). The Initial Shelf Registration shall be on Form S-3 under the Securities Act or another appropriate SEC Registration Statement form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by them (which registration statementincluding, if without limitation, one or more Underwritten Offerings). The Company shall use its best efforts to cause the Company is eligible Initial Shelf Registration to file suchbe declared effective under the Securities Act as soon as practicable but in any event on or prior to the date 120 days following the Filing Date (the "Effectiveness Target Date"), and shall be as an automatic shelf registration as defined in Rule 405 use its reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating , subject to the offer and resale provisions of Registrable Securities by any TPG Stockholder at any time and from time to time following Section 2(c), until the earlier of the expiration of the ninety (90) day period beginning on Effectiveness Period or the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section a Subsequent Shelf Registration (as defined below) covering all of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be Registrable Securities has been declared or otherwise become effective under the Securities Act. Any such registration pursuant Subject to the right of the Company to have the Initial Shelf Registration Statement shall hereinafter not be referred effective, or not to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (be updated, amended or successor formsupplemented, for periods of time set forth in Section 2(c), the Company shall maintain further agrees to use its best efforts to prevent the continuous effectiveness happening of any event that would cause the Initial Shelf Registration to contain a material misstatement or omission or to be not effective and usable for resale of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, during the “Shelf Effectiveness Period”).

Shelf Registration Statement. (a) The Company will agrees to use commercially reasonable efforts to submit to or file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC within thirty (30) days after the Closing Date a shelf registration statement on Form S-3 (S-l or successor form) pursuant such other form of registration statement as is then available to effect a registration under the Securities Act permitting the offer and resale of Registrable Securities from time to time under Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating and shall use its commercially reasonable efforts to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of cause the Shelf Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof but no later than the earlier of (a) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the Registration Statement) following the Closing and (b) the 10th business day after the date the Company is notified (orally or in writing, andwhichever is earlier) by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review. A Registration Statement filed pursuant to this Section 3.1 shall provide for the resale pursuant to any method or combination of methods legally available to, if and requested by, any Holder pursuant to its review of such Registration Statement under Section 8.1(k) of this Agreement. The Company shall use its commercially reasonable efforts to effect any such Shelf Registration Statement and to keep it continuously effective until such date on which the securities covered by such Shelf Registration Statement are no longer Registrable Securities. During the period that the Shelf Registration Statement is not effective within ninety (90) days of the date hereofeffective, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared supplement or otherwise become effective under the Securities Act. Any such registration pursuant make amendments to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any necessary to ensure that such Shelf Registration Statement is available or, if not available, that another Shelf Registration Statement is available, for the resale of all the Registrable Securities remain outstanding (held by the Holders until all such period of effectiveness, the “Shelf Period”)Registrable Securities have ceased to be Registrable Securities. 4 NTD: To be agreed at Closing.

Shelf Registration Statement. The (a) As soon as practicable but no later than twenty (20) Business Days after the Merger Closing Date (the “Filing Date”), the Company will shall prepare and file within ninety (90) days of the date hereof with (or if a later time for filing is requested by confidentially submit to) the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement on Form S-3 (or successor form) pursuant to under Rule 415 under of the Securities Act (which such registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “Shelf Registration Statement”) relating to covering the offer and resale of all the Registrable Securities by any TPG Stockholder at any time (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and from time shall use its commercially reasonable efforts to time have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (i) the sixtieth (60th) calendar day (or ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the expiration of the ninety (90) day period beginning on the date hereof and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the methods terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments supplements and new registration statements as contemplated by Rule 415(a)(6) as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of distribution set forth in the Plan of Distribution section of Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety on a Form S-1 (90) days of the date hereof“Form S-1 Shelf”), the Company shall use its commercially reasonable best efforts to cause such convert the Form S-1 Shelf (and any subsequent Shelf Registration Statement Statement) to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the a Form S-3 Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long soon as practicable after the Company is eligible to use Form S-3 S-3. As soon as practicable following the effective date of a Shelf Registration Statement but in any event within one (or successor form)1) business day of such date, the Company shall maintain notify the continuous Holders of the effectiveness of the such Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Statement.

Shelf Registration Statement. The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "INITIAL SHELF REGISTRATION STATEMENT"). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall not be required to file more than one Initial Shelf Registration Statement. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs and (which registration statement, if y) to keep the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is two years from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (90the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) days of all Registrable Notes covered by the date hereof, the Company shall use reasonable best efforts to cause such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or have ceased to promptly be Registrable Notes or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; PROVIDED, HOWEVER, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with Holders solely as a successor result of the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the extent any Registrable Securities remain outstanding (Company where such period of effectiveness, post-effective amendment is not yet effective and must be declared effective to permit holders to use the “Shelf Period”)related Prospectus.

Shelf Registration Statement. The Company Issuer agrees that it will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission (at the Issuer’s sole cost and expense) a shelf registration statement on Form S-3 (or successor form) pursuant to Rule 415 promulgated under the Securities Act (which registration statementwhich, if the Company Issuer is eligible to file such, shall be as an automatic shelf registration then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), shall be filed pursuant to General Instruction I.D. of Form S-3) (a an “Automatic Shelf Registration Statement”) relating to registering the offer and resale of the Registrable Securities by any TPG Stockholder (the “Registration Statement”) (x) on the date which is six (6) months following the Subscription Closing Date, unless counsel for the Issuer shall have delivered to Subscriber and the Transfer Agent a legal opinion within five (5) business days prior to such date that Subscriber does not constitute an affiliate of the Issuer under the Securities Act (and counsel for Subscriber agrees with such legal opinion) or (y) within ten (10) business days after Subscriber delivers a written request to file a Registration Statement, if at any time and from time to time after the date which is six (6) months following the expiration Subscription Closing Date Subscriber requests counsel for the Issuer to deliver to Subscriber and the Transfer Agent a legal opinion in connection with a planned sale of Registrable Securities that Subscriber does not constitute an affiliate of the ninety Issuer under the Securities Act and counsel for the Issuer is unwilling or unable to deliver such a legal opinion within five (905) day period beginning on business days after receipt of such request or counsel for Subscriber does not agree with such legal opinion, and thereafter the date hereof in accordance with Issuer shall use its commercially reasonable efforts, if the methods of distribution set forth in the Plan of Distribution section of the Registration Statement is not an Automatic Shelf Registration Statement, andto have the Registration Statement declared effective as soon as practicable after the filing thereof, if such Shelf but no later than the earlier of (i) the 90th calendar day following the date the Registration Statement is filed if the Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the 10th business day after the date the Issuer is notified in writing by the Commission that the Registration Statement will not effective be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Issuer to effect the registration of the Registrable Securities, and Subscriber shall use reasonable efforts to execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Following the Effectiveness Date, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Transfer Agent within ninety five (905) business days of the date hereof, the Company shall use reasonable best efforts to cause Issuer’s receipt of such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities Act. Any such registration pursuant to the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registrationrequest.” For so long as the Company is eligible to use Form S-3 (or successor form), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”).

Shelf Registration Statement. (a) The Company will file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG StockholdersCompany, at such later time) its expense, agrees to file with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, respectively (each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Registrable Securities to file such, shall be as an automatic shelf registration as defined included in Rule 405 under the Securities Act) (a “any Shelf Registration Statement”) relating to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the . The Company shall use all reasonable best efforts to cause such each Shelf Registration Statement to promptly be declared or otherwise become effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof, but in any event not later than the Effectiveness Target Date after the Closing Date, and to keep each Shelf Registration Statement continuously effective under the Securities Act. Any such registration Act until the earlier of (i) the date that is two years after the date on which all of the Notes are sold by the Company (including those sold pursuant to the Shelf Registration Statement shall hereinafter be referred option granted to as a “Shelf Registration.” For so long as the Company is eligible Initial Purchasers in the Purchase Agreement) to use Form S-3 the Initial Purchasers (or successor formthe "Effectiveness Period"), (ii) the Company shall maintain date when the continuous effectiveness Holders of Registrable Securities are able to sell all such securities immediately without restriction pursuant to the Shelf Registration Statement for volume limitation provisions of Rule 144 under the maximum period permitted by SEC rulesSecurities Act or any successor rule thereto or otherwise, and shall replace or (iii) the sale pursuant to any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)all securities registered thereunder.

Shelf Registration Statement. The Company will file within ninety If (90i) days the Issuers determine, upon advice of their outside counsel, that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed on or prior to the date hereof specified therefor in Section 2(a), (iii) an Initial Purchaser notifies the Issuers that Securities held by it are not eligible to be exchanged for Exchange Securities in the Exchange Offer, or if (iv) any Holder notifies the Issuers that it is prohibited by law or the applicable interpretations of the Staff from participating in the Exchange Offer or may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a later time Prospectus and the Prospectus included in the Exchange Offer Registration Statement is not appropriate or available for filing is requested such resales, then the Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause to be filed as soon as practicable after such determination or notification, as the case may be, a Shelf Registration Statement providing for the resale of all the Transfer Restricted Securities by the TPG StockholdersHolders thereof and to have such Shelf Registration Statement declared effective by the SEC. If the Issuers and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 2(b), at such later time) the Issuers and the Guarantors shall use their respective commercially reasonable efforts to file the Shelf Registration Statement with the SEC a shelf registration statement on Form S-3 (or successor form) pursuant prior to Rule 415 the 60th day after such filing obligation arises and to cause the Shelf Registration Statement to be declared effective under the Securities Act by the SEC on or prior to the 120th day after the date on which the Shelf Registration Statement is filed. The Issuers and the Guarantors agree to use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earliest of (which registration statement, if i) the Company is eligible time the Securities covered by the Shelf Registration Statement can be sold pursuant to file such, shall be as an automatic shelf registration as defined in Rule 405 144 under the Securities ActAct without any limitations under clauses (c), (e), (f) and (a h) of Rule 144, (ii) two years from the Closing Date and (iii) the date on which all Securities registered thereunder have been disposed of in accordance therewith (the “Shelf Registration StatementEffectiveness Period”) relating ). The Issuers shall be deemed not to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time have used their commercially reasonable efforts to time following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of keep the Shelf Registration StatementStatement effective during the requisite period if they voluntarily take any action that would result in Holders of Transferred Securities covered thereby not being able to offer and sell such securities during the Shelf Effectiveness Period, andunless (i) such action is required by applicable law, (ii) the Issuers and the Guarantors comply with this Agreement or (iii) such action is taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers and the Guarantors promptly thereafter comply with the requirements of Section 3(i), if applicable. The Issuers and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement is not effective within ninety (90) days or by the Securities Act or by any other rules and regulations thereunder for shelf registrations or if reasonably requested by a Holder of the date hereofTransfer Restricted Securities with respect to information relating to such Holder, the Company shall and to use their respective commercially reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to promptly be declared or otherwise become effective under usable as soon as thereafter practicable. The Issuers and the Securities Act. Any such registration pursuant Guarantors agree to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being filed with (in the case of a supplement) or declared effective by (in the case of an amendment) the SEC. Each Holder participating in such Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as notify the Company Issuers promptly of any sale of Securities by it. In the event that any Initial Purchaser determines that it is not eligible to use Form S-3 (or successor form)participate in the Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, upon the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for as contemplated by Section 2(b) and at the maximum period permitted by SEC rulesrequest of such Initial Purchaser, the Issuers shall issue and shall replace any deliver to the party purchasing Securities registered under the Shelf Registration Statement at or before expirationfrom that Initial Purchaser, if applicableupon the sale of such Securities, with a successor effective Shelf Registration Statement like aggregate principal amount of Unrestricted Securities. The Issuers shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Unrestricted Securities as for Exchange Securities issued pursuant to the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)Exchange Offer.

Shelf Registration Statement. The (a) Subject to the other terms and conditions of this Agreement, the Company will agrees to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, respectively (such Registration Statement or Statements, collectively, the "Shelf Registration Statement") Each Shelf Registration Statement shall be on Form S-3 under the Securities Act (which registration statement, if or another appropriate form selected by the Company is eligible permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to file such, shall be as an automatic shelf registration as defined included in Rule 405 under the Securities Act) (a “any Shelf Registration Statement”) relating . The Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time Act as soon as reasonably practicable following the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company shall use reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become continuously effective under the Securities Act. Any such registration , subject to Section 2(d) hereof, for two years after the date on which all of the Transfer Restricted Securities are sold (including those sold pursuant to the Shelf Registration Statement shall hereinafter be referred option granted to as a “Shelf Registration.” For so long as the Company is eligible Purchaser in the Purchase Agreement) to use Form S-3 the Purchaser (or successor formthe "Effectiveness Period"), the Company shall maintain the continuous effectiveness of the Shelf Registration Statement for the maximum or such shorter period permitted by SEC rules, and shall replace ending when there cease to be any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Shelf Registration Statement to the extent any Registrable Transfer Restricted Securities remain outstanding (such period of effectiveness, the “Shelf Period”)outstanding.

Shelf Registration Statement. The Company will At such time as the Corporation shall be eligible to use Form S-3 for secondary offerings, a Requesting Holder at any time may utilize its right to make a Demand Request (without the need to satisfy any requirement for a minimum proposed offering price to the public) by delivery to the Corporation of a written request (a "Shelf Request") to the Corporation to file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) registration statement with the SEC a shelf registration statement on Form S-3 (or successor form) seeking to register the offer and sale of the Registrable Securities by the Holders thereof from time to time pursuant to Rule 415 under the Securities Act (which registration statement, if the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 under the Securities Act) (a “"Shelf Registration Statement”) relating "). Subject to the offer and resale provisions of Registrable Securities by this Agreement, within 45 days after receipt of any TPG Stockholder at any time and from time to time following such Shelf Request, the expiration of the ninety (90) day period beginning on the date hereof in accordance with the methods of distribution set forth in the Plan of Distribution section of the Shelf Registration Statement, and, if such Corporation shall file a Shelf Registration Statement is not effective within ninety (90) days of the date hereof, the Company and shall use all commercially reasonable best efforts to cause such Shelf Registration Statement to promptly be declared or otherwise become effective under the Securities ActAct as promptly as practicable and in any event on or before 90 days after the date of filing. Any such registration pursuant to If the SEC notifies the Corporation that the Shelf Registration Statement shall hereinafter be referred to as a “Shelf Registration.” For so long as will receive no action or review from the Company is eligible to use Form S-3 (or successor form)SEC, the Company shall maintain Corporation will request that the continuous Shelf Registration Statement become effective within five Business Days after receipt of such SEC notification. Upon the effectiveness under the Securities Act of the Shelf Registration Statement for Statement, the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with a successor effective Corporation will use all commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and supplemented and amended as required by throughout period ending on the extent any date which is the earliest to occur of (A) the date that all Registrable Securities remain outstanding registered under such Registration Statement may be sold in a three-month period under Rule 144 under the Securities Act, (B) the date all Registrable Securities registered under such period Registration Statement have been sold and (C) three years after the date on which such Shelf Registration Statement becomes effective with respect to the offer and sale of effectiveness, Registrable Securities plus the “Shelf Period”)aggregate number of days in all applicable Suspension Periods.

Shelf Registration Statement. The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Securities and Exchange Securities as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration Statement"). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall use their respective commercially reasonable efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 150th day after such Shelf Filing Event occurs and (which registration statement, if y) to keep the Company is eligible to file such, shall be as an automatic shelf registration as defined in Rule 405 Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is two years from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (90the "Effectiveness Period"), or such shorter period ending when (i) days of all Registrable Securities covered by the date hereof, the Company shall use reasonable best efforts to cause such Initial Shelf Registration Statement to promptly be have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), Issuers may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Shelf Registration Statement at or before expiration, if applicable, with Holders solely as a successor result of the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the extent any Registrable Securities remain outstanding (Issuers where such period of effectiveness, post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the “Shelf Period”)related Prospectus.

Shelf Registration Statement. The Company will Issuers shall file within ninety (90) days of the date hereof (or if a later time for filing is requested by the TPG Stockholders, at such later time) with the SEC Commission a shelf registration statement Registration Statement for an offering to be made on Form S-3 (or successor form) a continuous basis pursuant to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable, which may be an amendment to the Exchange Offer Registration Statement (the “Initial Shelf Registration Statement”). The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to 45 days after the Company determines or is notified that a Shelf Filing Event has occurred. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). Notwithstanding the foregoing, in the event a Shelf Filing Event occurs as a result of the event set forth in Section 2(c)(ii), the Issuers’ obligation to file and Initial Shelf Registration pursuant to this Section 3 shall cease ab initio if the Exchange Offer is completed within 225 days of the Issue Date, or, if such date is not a Business Day, the next day that is a Business Day. The Issuers shall use their respective reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act (which registration statement, if on or prior to the 90th day after the Company determines or is eligible notified that such a Shelf Filing Event has occurred and (y) to file such, shall be as an automatic shelf registration as defined in Rule 405 keep the Initial Shelf Registration Statement continuously effective under the Securities Act) (a “Shelf Registration Statement”) relating to Act for the offer and resale of Registrable Securities by any TPG Stockholder at any time and from time to time following the expiration of the ninety (90) day period beginning ending on the date hereof in accordance with which is two years from the methods of distribution set forth in date it becomes effective (or one year if the Plan of Distribution section of the Shelf Registration Statement, and, if such Initial Shelf Registration Statement is not effective within ninety filed at the request of an Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (90the “Effectiveness Period”), or such shorter period ending when (i) days of all Registrable Notes covered by the date hereof, the Company shall use reasonable best efforts to cause such Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to promptly be outstanding, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared or otherwise become effective under the Securities Act. Any such registration pursuant to ; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall hereinafter be referred 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 a “Shelf Registration.” For so long as otherwise provided herein and (ii) the Company is eligible to use Form S-3 (or successor form), may suspend the Company shall maintain the continuous effectiveness of the Initial Shelf Registration Statement for by written notice to the maximum period permitted by SEC rules, and shall replace any Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement at or before expiration, if applicable, with a successor where such post-effective Shelf Registration Statement amendment is not yet effective and needs to be declared effective to permit holders to use the extent any Registrable Securities remain outstanding (such period of effectiveness, the “Shelf Period”)related Prospectus.