Common use of Shelf Registration Clause in Contracts

Shelf Registration. The Issuers shall file with the Commission a Registration Statement for an offering to be made on 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 the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 (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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers (a) Subject to Section 2.11, the Company shall prepare and file not earlier than the first anniversary of the IPO Date and not later than thirteen (13) months after the IPO Date, a “shelf” registration statement with respect to the Commission a Registration Statement resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Resale Shelf Registration Statement”) covering all of and permitting 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 the 45th day after such Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration resale of such Registrable Notes for resale Securities by such Holders in accordance with the manner or manners designated by them (including, without limitation, methods of distribution set forth in one or more underwritten offerings)the Resale Shelf Registration Statement. The Company 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 (x) use their its commercially reasonable efforts to cause the Initial Resale Shelf Registration Statement to become be declared effective under by the Securities Act Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and 2.11, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. Each Initial Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the 90th day after such Shelf Filing Event occurs date ten (but in no event shall such effectiveness be required 10) Business Days prior to 180 days following the Issue Datedate of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Holders that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) Business Days prior to the initial date of effectiveness, and (y) shall use their commercially reasonable efforts to keep the Initial cause any post-effective amendment to such Resale Shelf Registration Statement continuously filed for such purpose to be declared effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 Commission as promptly as reasonably practicable after 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 become effective under the Securities Actfiling thereof; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice shall not be obligated to the Holders solely as a result of the filing of a file any such prospectus supplement or post-effective amendment to the Initial Shelf Registration Statement to incorporate annual 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 Prospectusmore frequently than every three months.

Shelf Registration. The Issuers shall promptly file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers and the Guarantors shall use reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuers and the Guarantors 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on the date which is earliest of (i) two years from after the date it becomes effective Issue Date, (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or ii) such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, a Subsequent Shelf Registration Statement covering or (iii) the date upon which all of Registrable Securities are resold to the Registrable Notes covered by and not sold under public pursuant to Rule 144 (the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the Company contrary in this Agreement, at any time, the Issuers may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Company where Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers shall file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not exchanged in the Exchange Offer, Private Exchange Notes (and related guarantees) and Exchange Notes (and related guarantees) as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration Statement”) covering all of the Registrable Notes). The Issuers Company shall use its best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to before the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes Securities to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below); provided, however that if the Company issues Additional Notes, the Company may include the Additional Notes in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Issuers shall (x) use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to before the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectusherein.

Shelf Registration. The Issuers Company shall file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Company shall file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and and, in any event event, on or prior to the 45th day after such Shelf applicable Filing Event occursDate. 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, in one or more underwritten offerings). The Company 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 Company shall (x) use their commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not in excess of an aggregate of 60 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Initial Company determines in good faith that the filing of any such Shelf Registration Statement by written notice to or the Holders solely as a result continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the filing disclosure of a postnon-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial public material information with respect that would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuers and the Guarantors 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 (x) use their respective commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on earliest of (i) 360 days after the date which is two years from that the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at declared effective, (ii) the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) date on which all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, a Subsequent Shelf Registration Statement covering or (iii) the date on which all of Registrable Securities have been otherwise sold (the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the Company contrary in this Agreement, at any time, the Issuers may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of each Issuer or a similar governing body of any parent company of the either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to incorporate annual audited financial information with respect to the Company where either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers Issuer shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Issuer shall use its commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursRegistration. The Initial Shelf Registration Statement shall be on Form S-3 F-1 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, in one or more underwritten offerings). The Company Issuer 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 Issuer shall (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to within 240 days of the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following closing date of the Issue Date) Acquisition and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the closing date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Acquisition 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) shall be subject to reduction to the Company extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Management Board of the Issuer determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Management Board of the Issuer, would be detrimental 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 ProspectusIssuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers shall use commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes and the Guarantees, and Additional Notes (if any) and the related guarantees, to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 75 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers (a) Subject to Section 2.10, the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, a “shelf” registration statement with respect to the Commission a Registration Statement resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the “Initial Resale Shelf Registration Statement”) covering all and permitting registration of such Registrable Securities for resale by such Holders in accordance with the Registrable Notesmethods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Issuers Company shall file with use its reasonable efforts to cause the Commission the Initial Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(c) and in any event 2.10, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the 45th day after date ten (10) Business Days prior to such Shelf Filing Event occurs. The Initial time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of such Registrable Notes for resale Securities in accordance with applicable law. If required by Holders in applicable law, subject to the manner or manners designated by them (includingterms and conditions hereof, without limitationafter effectiveness of the Resale Shelf Registration Statement, in one or more underwritten offerings). The the Company shall not permit any securities other than file a supplement to such prospectus or amendment to the Registrable Notes to be included in the Initial Resale Shelf Registration Statement or in not less than once a quarter as necessary to name as selling securityholders therein any Subsequent Shelf Registration Statement (as defined below). The Issuers Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 (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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a any post-effective amendment to the Initial such Resale Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where filed for such post-effective amendment is not yet effective and needs purpose to be declared effective to permit holders to use by the related ProspectusCommission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. 2.1.1 The Issuers Company shall, as soon as practicable, but in any event within thirty (30) days after the Closing Date, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and shall file use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement filed with the Commission a Registration Statement for an offering pursuant to this subsection 2.1.1 shall be made on a continuous basis shelf registration statement on Form F-1 (a “Form F-1 Shelf”) or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the “Initial Shelf Commission then in effect) at any time beginning on the effective date for such Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf A Registration Statement as promptly as practicable filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and in any event on or prior to requested by, the 45th day 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, in one or more underwritten offerings)Holders. The Company 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 (x) use their commercially its reasonable best efforts to cause the Initial Shelf a Registration Statement filed pursuant to become effective under the Securities Act on or prior this subsection 2.1.1 to remain effective, and to be supplemented and amended to the 90th day after extent necessary to ensure that such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed at pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the request Company shall notify the Holders of the Initial Purchasers)effectiveness of such Registration Statement. When effective, subject to extension a Registration Statement filed pursuant to this subsection 2.1.1 (including the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (idocuments incorporated therein by reference) will comply as to form in 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 (ii) a Subsequent Shelf Registration Statement covering material respects with 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein 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 (ii) in the Company may suspend case of any Prospectus contained in such Registration Statement, in the effectiveness light of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where circumstances under which such post-effective amendment statement is not yet effective and needs to be declared effective to permit holders to use the related Prospectusmade).

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers shall use their respective reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers shall file with As soon as practicable following the Commission a Registration Statement for an offering Closing of the issuance to be made on a continuous basis ETE of the Covered ETP Units pursuant to the terms of the Contribution Agreement, but in any event within 90 days of the Closing, ETP shall prepare and file a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (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 the 45th day 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, in one or more underwritten offerings). The Company ETP 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 (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under no later than 180 days after the Securities Act date of the Closing (the “Shelf Registration”). The Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on or prior such appropriate registration form of the Commission as shall be selected by ETP; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify ETP in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the 90th day after success of the Underwritten Offering of such Shelf Filing Event occurs (but in no event Registrable Securities, ETP shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep include such information in such a prospectus supplement. ETP will cause the Initial Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) until all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in the Initial Shelf Registration Statement or there are no longer any Registrable Securities outstanding (ii) a Subsequent the “Effectiveness Period”). The Shelf Registration Statement covering when declared effective (including the documents incorporated therein by reference) will comply as to form with 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein the Exchange Act and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing will not contain an untrue statement of a post-effective amendment material fact or omit to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs state a material fact required to be declared effective stated therein or necessary to permit holders to use make the related Prospectusstatements therein not misleading.

Shelf Registration. The Issuers During the Shelf Registration Period, if the Company shall file receive from the Holders holding not less than a majority of the Registrable Securities then outstanding a written request that the Company effect a registration on Form S-3 with respect to all or part of the Commission Registrable Securities owned by such Purchasers, the Company will as soon as reasonably practicable, effect such registration (a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering and all such qualifications and compliances as may be so requested and as would permit or facilitate the distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request exclusively to partners, limited partners, retired partners, retired limited partners, members, retired members and stockholders of such Holders; provided, however, that the Registrable Notes. The Issuers Company shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in not be obligated to effect any event on such registration, qualification or prior compliance pursuant to this Section 5.3, if Form S-3 is not available to the 45th day after Company for 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, in one or more underwritten offerings)offering. The Company 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under effective, current and available for use by the Securities Act for Purchasers during the period ending on Shelf Registration Period. While the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed remains in effect, the Company may at the request of the Initial Purchasers), subject any time and from time to extension pursuant time deliver to the penultimate paragraph of Section 5 hereof (Holders written notice to the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by effect that distributions may not be effected under the Initial Shelf Registration Statement have been sold for a period of time (a “Blackout Period”) because of the existence of material facts not disclosed or incorporated by reference in the manner set forth and as contemplated in the Initial such Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of and in the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Actthen-current prospectus included therein; provided, however, that the duration of any Blackout Period shall not exceed ninety (i90) days. Upon receipt of any such notice, the Effectiveness Period in respect of the Initial Holders shall refrain from distributing Registrable Securities under such Shelf Registration Statement shall be extended until the Holders have received notice from the Company to the extent required to permit dealers to comply with effect that such distributions may then be effected. The Company shall as promptly as reasonably possible update the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement and the prospectus included therein in order to permit Registrable Securities to be distributed, and the Shelf Registration Period shall automatically be extended by written notice to the aggregate number of days during which the Holders solely as a result of the filing of a post-effective amendment were instructed to the Initial Shelf Registration Statement to incorporate annual 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 Prospectusrefrain from distributing Registrable Securities during all Blackout Periods, without duplication.

Shelf Registration. The Issuers (a) Subject to Section 2.11 hereof, the Company shall prepare and file not later than 365 days after the consummation date of the Company’s initial public offering, a “shelf” registration statement with respect to the Commission a Registration Statement resale of all of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Resale Shelf Registration Statement”) covering all and permitting registration of the resale of such Registrable NotesSecurities by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Issuers Company shall file with use its reasonable efforts to cause the Commission the Initial Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(d) and in any event 2.11 hereof, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the 45th day after date 10 Business Days prior to such Shelf Filing Event occurs. The Initial time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of such Registrable Notes for resale Securities in accordance with applicable law. If required by Holders in applicable law, subject to the manner or manners designated by them (includingterms and conditions hereof, without limitationafter effectiveness of the Resale Shelf Registration Statement, in one or more underwritten offerings). The the Company shall not permit any securities other than file a supplement to such prospectus or amendment to the Registrable Notes to be included in the Initial Resale Shelf Registration Statement or in not less frequently than once a quarter as necessary to name as selling securityholders therein any Subsequent Shelf Registration Statement (as defined below). The Issuers Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 (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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a any post-effective amendment to the Initial such Resale Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where filed for such post-effective amendment is not yet effective and needs purpose to be declared effective to permit holders to use by the related ProspectusCommission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. The Issuers shall as promptly as reasonably practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall use its best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after Filing Date and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Filing Event occursRegistration to be declared effective under the Securities Act as promptly as practicable thereafter. The Initial Shelf Registration Statement shall be on Form S-3 S-l 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial any Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years 36 months from the effective date it becomes effective (or one year if the of such Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof 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 (ii) a Subsequent Shelf Registration Statement (as defined below) 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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers shall use commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effective­ness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 75 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers (a) Subject to Section 2.14, the Company shall prepare and file not later than fourteen (14) months after the consummation date of the IPO, a “shelf” registration statement with respect to the Commission a Registration Statement resale of the Registrable Securities (“Resale Shelf Registration”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the “Initial Resale Shelf Registration Statement”) covering all and permitting registration of such Registrable Securities for resale by such Holders in accordance with the Registrable Notesmethods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. The Issuers Company shall file with use its reasonable efforts to cause the Commission the Initial Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.4(d) and in any event 2.14, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the 45th day after date ten (10) Business Days prior to such Shelf Filing Event occurs. The Initial time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of such Registrable Notes for resale Securities in accordance with applicable law. If required by Holders in applicable law, subject to the manner or manners designated by them (includingterms and conditions hereof, without limitationafter effectiveness of the Resale Shelf Registration Statement, in one or more underwritten offerings). The the Company shall not permit any securities other than file a supplement to such prospectus or amendment to the Registrable Notes to be included in the Initial Resale Shelf Registration Statement or in not less than once a quarter as necessary to name as selling securityholders therein any Subsequent Shelf Registration Statement (as defined below). The Issuers Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 (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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a any post-effective amendment to the Initial such Resale Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where filed for such post-effective amendment is not yet effective and needs purpose to be declared effective to permit holders to use by the related ProspectusCommission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Company shall use its commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 X-0, Xxxx X-0 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Except in the case of an automatically effective shelf registration statement pursuant to Rule 462(e) under the Securities Act, the Company shall not permit any securities other than the Registrable Securities and the Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers Company shall (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on earlier of (i) the date which that is two years from the date it becomes effective Issue Date and (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or ii) such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of 90 days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company where if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers During the Shelf Registration Period, if the Company shall file receive from the Holders holding not less than a majority of the Registrable Securities then outstanding a written request that the Company effect a registration on Form S-3 with respect to all or part of the Commission Registrable Securities owned by such Purchasers, the Company will as soon as reasonably practicable, effect such registration (a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial "Shelf Registration Statement”") covering and all such qualifications and compliances as may be so requested and as would permit or facilitate the distribution of all or such portion of such Holders' Registrable Securities as are specified in such request exclusively to partners, limited partners, retired partners, retired limited partners, members, retired members and stockholders of such Holders; provided, however, that the Registrable Notes. The Issuers Company shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in not be obligated to effect any event on such registration, qualification or prior compliance pursuant to this Section 5.3, if Form S-3 is not available to the 45th day after Company for 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, in one or more underwritten offerings)offering. The Company 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under effective, current and available for use by the Securities Act for Purchasers during the period ending on Shelf Registration Period. While the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed remains in effect, the Company may at the request of the Initial Purchasers), subject any time and from time to extension pursuant time deliver to the penultimate paragraph of Section 5 hereof (Holders written notice to the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by effect that distributions may not be effected under the Initial Shelf Registration Statement have been sold for a period of time (a "Blackout Period") because of the existence of material facts not disclosed or incorporated by reference in the manner set forth and as contemplated in the Initial such Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of and in the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Actthen-current prospectus included therein; provided, however, that the duration of any Blackout Period shall not exceed ninety (i90) days. Upon receipt of any such notice, the Effectiveness Period in respect of the Initial Holders shall refrain from distributing Registrable Securities under such Shelf Registration Statement shall be extended until the Holders have received notice from the Company to the extent required to permit dealers to comply with effect that such distributions may then be effected. The Company shall as promptly as reasonably possible update the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement and the prospectus included therein in order to permit Registrable Securities to be distributed, and the Shelf Registration Period shall automatically be extended by written notice to the aggregate number of days during which the Holders solely as a result of the filing of a post-effective amendment were instructed to the Initial Shelf Registration Statement to incorporate annual 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 Prospectusrefrain from distributing Registrable Securities during all Blackout Periods, without duplication.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The Issuers Company shall use its reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company 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 Company shall (x) use their commercially reasonable its best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act"Effectiveness Period"); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 60 days in any calendar year (a "Shelf Suspension Period"), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers shall file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuers shall use all reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to before the 45th day after such Shelf applicable Filing Event occursDate. 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, in one or more underwritten offerings). The Company 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 (x) shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their commercially all reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 be outstanding, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iiiii) 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 become declared effective under the Securities Act; Act (the "Effectiveness Period"), provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company herein. No Holder of Registrable Notes may suspend the effectiveness include any of the Initial its Registrable Notes in any Shelf Registration Statement by written notice pursuant to the Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect this Agreement unless and until such Holder furnishes to the Company where in writing, within 15 business days after receipt of a request therefor, such post-effective amendment is not yet effective and needs information concerning such Holder required to be declared effective included in any Shelf Registration or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to permit holders Additional Interest pursuant to use Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the related ProspectusCompany all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which they were made.

Shelf Registration. The Issuers shall file with the Commission a Registration Statement for an offering to be made on 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 the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers Issuer shall use its best efforts to file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with Securities (the Commission the Initial "Shelf Registration Statement as promptly as practicable and in any event Registration") on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders participating in the Shelf Registration in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuer shall not permit any securities other than the Registrable Notes Securities to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below)Registration. The Issuers Issuer shall (x) use their commercially reasonable its best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (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 become effective under the Securities Act"Effectiveness Period"); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein; provided, further, that the foregoing shall not apply to actions taken by the Issuer in good faith and for valid business reasons (iinot including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Issuer within 90 days thereafter complies with the requirements of Section 5(u) hereof. Any such period during which the Company may suspend Issuer fails to keep the effectiveness of the Initial Shelf Registration Statement by written notice effective and usable for offers and sales of the Registrable Securities or Exchange Securities is referred to the Holders solely as a result of "Suspension Period." A Suspension Period shall commence on and include the filing of a post-effective amendment to date that the Initial Issuer gives notice that the Shelf Registration Statement to incorporate annual audited financial information with respect to is no longer effective or the Company where prospectus included therein is no longer usable for offers and sales of Registrable Securities and Exchange Securities and shall end on the date when each Holder of Registrable Securities and Exchange Securities covered by such postregistration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 5(u) hereof or is advised in writing by the Issuer that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-effective amendment is not yet effective and needs to year period referenced above shall be declared effective to permit holders to use extended by the related Prospectusaggregate of the number of days included in each Suspension Period.

Shelf Registration. The Issuers shall file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuers shall use their best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to before the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company 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 (x) use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof Issue Date (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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectusherein.

Shelf Registration. The Issuers Company shall use its commercially reasonable efforts to prepare and file with the Commission a an initial Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (under the “Initial Shelf Registration Statement”) Securities Act covering all resales of the Registrable Notes. The Issuers shall file with Securities on or before the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day 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, in one or more underwritten offerings)Deadline. The Company 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 (x) use their its commercially reasonable efforts to cause the Initial such initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days later than four months following the Issue Date) and (y) initial filing of the Shelf Registration Statement. The Company will use their its commercially reasonable efforts to keep the Initial cause such initial Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act for until the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request earliest of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in the Initial such Shelf Registration Statement or Statement, and (ii) a Subsequent Shelf Registration Statement covering such Registrable Securities cease to be Registrable Securities (the “Effectiveness Period”). Notwithstanding the foregoing, if the Commission informs the Company that all of the Registrable Notes covered by Securities cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and not sold under use its commercially reasonable efforts to file amendments to the Initial applicable Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under as required by the Commission, covering the maximum number of Registrable Securities Actpermitted to be registered by the Commission; provided, however, that (i) prior to filing such amendment, the Effectiveness Period in respect Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Initial Registrable Securities in accordance with applicable Commission guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. In the event that such an amendment is required, the Company shall subsequently file, as promptly as allowed by the Commission or any guidance provided by the Commission to the Company, one or more additional Shelf Registration Statements to register for resale those Registrable Securities that were not registered for resale on the initial Shelf Registration Statement, as amended. The Company will use its commercially reasonable efforts to cause such amendment to the initial Shelf Registration Statement shall or subsequent Shelf Registration Statement, as applicable, to be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 continuously effective under the Securities Act during the Effectiveness Period. A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities 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 Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as otherwise provided herein and practicable following the date that a Shelf Registration Statement becomes effective, but in any event within five (ii5) Business Days of such date, the Company may suspend shall provide the Holders with written notice of the effectiveness of the Initial a Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusStatement.

Shelf Registration. The Issuers Issuer shall promptly file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Issuer shall use its reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuer shall not permit any securities other than the Registrable Notes Securities and the Guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers Issuer shall (x) use their commercially its respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on earliest of (i) the date which that is two years from the date it becomes effective Issue Date, (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or ii) such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, a Subsequent Shelf Registration Statement covering or (iii) the date upon which all Registrable Securities become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the Company contrary in this Agreement, at any time, the Issuer may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Company where Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers Parent shall (i) prepare and file with by 90 days after the Commission Closing Date a Registration Statement for an offering registration statement under the Securities Act to be made on a continuous basis pursuant permit the public resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force) with respect to all of the Registrable Securities (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 the 45th day 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, in one or more underwritten offerings). The Company 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 (xii) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (as soon as reasonably practicable thereafter but in no event shall such effectiveness be required prior to 180 later than 120 days following after the Issue Date) and Closing Date (y) use their commercially reasonable efforts to keep the Initial “Effectiveness Deadline”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on Form S-3 of the SEC if Parent is eligible to use Form S-3 or Form S-1 of the SEC if Parent is not eligible to use Form S-3; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering or Overnight Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify any Partnership Unitholder in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering or Overnight Underwritten Offering of such Registrable Securities, Parent shall use its reasonable best efforts to include such information in such a prospectus supplement. Subject to Section 2.01(b), Parent will cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act for the period ending on the date which is two years from and after the date it is first declared or becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) until all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in the Initial Shelf Registration Statement or there are no longer any Registrable Securities outstanding (ii) a Subsequent the “Effectiveness Period”). The Shelf Registration Statement covering when declared effective (including the documents incorporated therein by reference) shall comply as to form with 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and the Exchange Act and shall 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. As soon as otherwise provided herein and practicable following the Effective Date, but in any event within three (ii3) Business Days of such date, Parent will notify the Company may suspend Selling Holders of the effectiveness of the Initial such Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusStatement.

Shelf Registration. The Issuers shall file with (i) From and after such time as the Commission a Registration Statement for an offering Company first becomes eligible to be made register securities on a continuous basis pursuant to Rule 415 Form F-3, or any successor or similar form, any Demand Rights Shareholder may make a written request (a “Shelf Demand”) that the Company file a shelf registration statement (a “Initial Shelf Registration Statement”) covering pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”) and undertake any related qualification or compliance, with respect to all or part of the Registrable Notes. The Issuers shall file with the Commission the Initial Shares owned by such Shareholder (a “Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day 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, in one or more underwritten offeringsDemanding Shareholder”). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or (i) promptly, and in any Subsequent event within ten (10) days of its receipt of a Shelf Registration Statement Demand, give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Registrable Shares to the extent that the addresses of those Shareholders are known to the Company (the “Shelf Notice”), and (ii) as defined below). The Issuers shall (x) soon as practicable, use their its commercially reasonable efforts to cause the Initial file such Shelf Registration Statement to become effective under the Securities Act on or prior at the earliest practicable date, but in any event not later than forty (40) days after receipt of the Shelf Demand, and use its commercially reasonable efforts to the 90th day after have such Shelf Filing Event occurs Registration Statement thereafter become effective with the Commission at the earliest practicable date and to effect, at the earliest practicable date, such registration under the Securities Act of (but in no event shall such effectiveness be required prior x) the Registrable Shares that the Company has been so requested to 180 days following register by the Issue Date) Shelf Demanding Shareholder and (y) all other Registrable Shares that the Company has been so requested to register by written request of a Shareholder (a “Shelf Participating Shareholder”) given to the Company within ten (10) days after such Shareholder’s receipt of the Shelf Notice. Each Shelf Demanding Shareholder and Shelf Participating Shareholder shall be permitted to request that the Company register an undetermined amount of Registrable Shares if the Company is, or will be at the time of filing, a Well-Known Seasoned Issuer entitled to file an automatically effective Shelf Registration Statement. The Company agrees to use their its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective, including by renewing or re-filing upon expiration, for the period beginning on the date on which the Shelf Registration Statement becomes effective under the Securities Act for until the period ending on earlier to occur of (A) the day after the date on which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request all of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Shares covered by the Initial Shelf Registration Statement have been sold in pursuant to the manner set forth and as contemplated in the Initial Shelf Registration Statement or another registration statement and (iiB) a Subsequent the first date on which there shall cease to be any Registrable Shares covered by such Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules and regulations of the Commission or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration, and the Company agrees to furnish to the Shareholders whose Registrable Shares are included in such Shelf Registration Statement covering copies of any such supplement or amendment promptly after its being issued or filed with the Commission. No registration requested by any Shareholder pursuant to this Section 2.1(g) shall be deemed a Registration Demand. A Shareholder that receives a Shelf Notice shall not make a Shelf Demand within three-hundred sixty (360) days of receipt of such Shelf Notice. If at the time a request for a Shelf Registration is made under this Section 2.1(g), there is a Form F-3 on file pursuant to which the requesting Shareholder shall be entitled to dispose of all of its Registrable Shares that it has requested to register, then the Registrable Notes covered by and not sold Company’s obligation to file a registration statement under this Section 2.1(g) shall be deemed satisfied. Notwithstanding anything to the Initial contrary herein, at any time that a Shelf Registration Statement registering Registrable Shares of a Shareholder shall be effective, such Shareholder shall be permitted to effect an unlimited number of non-underwritten offerings or an earlier Subsequent shelf-take-downs of Registrable Shares off the Shelf Registration Statement has been become effective under the Securities Act; provided(which may be underwritten Public Offerings), however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written including any underwritten “block trades” without notice to or inclusion of any other Shareholder’s Registrable Shares, it being understood that the Holders solely as a 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 Company where Company’s obligations in Section 2.1 shall in no way be reduced in such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectuscase.

Shelf Registration. The Issuers shall file with Promptly after the Commission a Registration Statement for an offering to be made on 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 date hereof and in any event on or prior before July 21, 1999, the Issuer shall cause to be filed the 45th day after such Shelf Filing Event occurs. The Initial Shelf Registration Statement providing for the sale by the Holders of all of the Warrant Securities in accordance with terms hereof, and the Issuer will use its best efforts to cause such Shelf Registration Statement to be declared effective by the Securities and Exchange Commission (the "SEC") on or before August 21, 1999. The Issuer agrees to use its best efforts to keep the Shelf Registration Statement with respect to the Warrant Securities continuously effective so long as any Holder holds Warrant Securities until such time as each Holder has received an opinion of counsel to the Issuer (which opinion and counsel shall be on Form S-3 or another appropriate form permitting registration satisfactory to the Holders) to the effect that each such Holder is permitted under Rule 144 to the dispose of all of its Warrant Securities without such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings)registration. The Company shall not permit any securities other than Issuer further agrees to amend the Registrable Notes Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to be included in the Initial registration form used by the Issuer for such Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under by the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) any rules and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 (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 become effective under the Securities Actregulations thereunder; provided, however, that (i) the Effectiveness Period in respect of Issuer shall not be deemed to have used its best efforts to keep the Initial Shelf Registration Statement shall be extended effective if it voluntarily takes any action that would result in selling Holders not being able to sell Warrant Securities covered thereby, unless such action is permitted by this Agreement or required under applicable law or the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing of Issuer has filed a post-effective amendment to the Initial Shelf Registration Statement and the SEC has not declared it effective. The registration pursuant to incorporate annual audited financial this Section 2 shall be effected by the filing of a Shelf Registration Statement on Form S-1 or Form S-3 (provided that if Form S-3 is used, the Prospectus shall contain the information with respect that would have been required to be included therein had Form S-1 been used) or on Form SB-2; provided, however, that if the intended method of disposition by the Holders is to be an underwritten offering, the Issuer shall use such form of Registration Statement as is acceptable 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 Prospectusunderwriters.

Shelf Registration. The Issuers shall (a) Host REIT shall, no later than 120 calendar days following the Closing Date, (1) file with the Commission a Shelf Registration Statement for relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, if the Shelf Registration Statement is not an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Automatic Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers , Host REIT thereafter shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their its commercially reasonable efforts to cause the Initial such Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 later than 210 calendar days following the Issue DateClosing Date or (2) solely at its option, in lieu of filing a shelf registration statement and causing such registration statement to be declared effective as described in clause (yi) above, designate, by means of an Officers’ Certificate (as defined in the Indenture), an existing Automatic Shelf Registration Statement as a Shelf Registration Statement able to be used for resales of the Registrable Securities. In the event that Host REIT exercises this option (which it is not obligated to do), it shall be obligated to use their its commercially reasonable efforts to keep prepare and file a supplement to the Initial Prospectus, if necessary, to cover resales of the Registrable Securities by the Holders no later than 210 calendar days following the Closing Date. Notwithstanding the foregoing, (1) Host REIT may, upon written notice to the Trustee, postpone having the Shelf Registration Statement continuously effective under declared effective, or the Securities Act for preparation, pursuant to clause (2) of the period ending on the date which is two years from the date it becomes effective (or one year if the Initial previous sentence of this Section 2(a), of a supplement to an Automatic Shelf Registration Statement is filed at Statement, if applicable, for a reasonable period not to exceed 90 days if Host REIT possesses material non-public information, the request disclosure of which would have a material adverse effect on Host REIT and its subsidiaries taken as a whole as determined by the Initial Purchasers), CEO or CFO of Host REIT and subject to extension pursuant its obligations to the penultimate paragraph of pay Liquidated Damages as provided in Section 5 hereof 7 and (the “Effectiveness Period”), or such shorter period ending when (i2) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold no Holder shall be entitled to be named as a selling securityholder 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusProspectus forming a part thereof for resales of Registrable Securities unless such Holder is an Electing Holder.

Shelf Registration. The Issuers shall file with the Commission a Registration Statement for an offering to be made on 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 At any time following July 31, 2011, as promptly soon as practicable and in any event on or prior within 30 days following Vanguard’s receipt of written notice from the Holders of a majority of the Registrable Securities then outstanding requesting the filing of a Shelf Registration Statement, Vanguard shall use its reasonable best efforts to the 45th day after such Shelf Filing Event occurs. The Initial prepare and file a Shelf Registration Statement under the Securities Act covering Registrable Securities then outstanding. Vanguard 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, in one or more underwritten offerings). The Company 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 (x) use their commercially its reasonable best efforts to cause the Initial a Shelf Registration Statement to become effective under no later than 120 days after the Securities Act on or prior to date of the 90th day after filing of such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under (the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial “Filing Date”). A Shelf Registration Statement is filed at the request pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Initial Purchasers), subject Commission as shall be selected by Vanguard. Vanguard will use its reasonable best efforts to extension cause a Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective, supplemented and amended to the penultimate paragraph extent necessary to ensure that it is available for resale of Section 5 hereof (the “Effectiveness Period”)Registrable Securities by the Holders and that it conforms in all material respects with the requirements of the Securities Act, or such shorter in each case during the entire period ending when until the earliest date on which any of the following occurs: (i) all Registrable Notes Securities covered by the Initial such Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) three (3) years from the Initial Effective Date of such Shelf Registration Statement or (ii) the “Effectiveness Period”). Vanguard shall ensure that a Subsequent Shelf Registration Statement covering when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to form in 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply material respects with the all applicable prospectus delivery requirements of Rule 174 under the Securities 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 (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as otherwise provided herein and practicable following the Effective Date of a Shelf Registration Statement, but in any event within three (ii3) Business Days of such date, Vanguard will notify the Company may suspend Selling Holders of the effectiveness of the Initial such Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusStatement.

Shelf Registration. (a) The Issuers Company shall prepare and file or cause to be prepared and filed with the Commission SEC, by the date (the “Filing Deadline Date”) that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders thereof of all of the Registrable Securities identified by such Holders in their Notice and Questionnaire (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 the 45th day after such Shelf Filing Event occurs). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Notes Securities for resale by such Holders in accordance with the manner or manners designated by them (includingreasonable methods of distribution indicated in their Notice and Questionnaire, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included and set forth in the Initial Shelf Registration Statement or (provided, however, that in any Subsequent Shelf Registration Statement (as defined belowno event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company’s prior written consent, which the Company may withhold in its sole discretion). The Issuers Company shall (x) use their commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (as promptly as is practicable but in no any event shall such effectiveness be required prior to 180 by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days following after the Issue Date) , and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act for until the period ending on expiration of the date which is two years from Effectiveness Period (except to the date it becomes effective (or one year if extent contemplated by Section 3(i)). At the time the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers)declared effective, subject to extension pursuant each Holder that became a Notice Holder on or prior to the penultimate paragraph date that is five (5) Business Days prior to such time 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 effectiveness shall be named as contemplated a selling securityholder in the Initial Shelf Registration Statement or (ii) and the related Prospectus in such a Subsequent Shelf Registration Statement covering all manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, assuming the accuracy of the Registrable Notes covered by information in such Notice Holder’s Notice and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusQuestionnaire.

Shelf Registration. The Issuers Issuer shall as promptly as reasonably practicable use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the Commission SEC a Notes Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The Issuers If the Issuer (and any then existing Subsidiary Guarantor) shall have not yet filed the Exchange Registration Statement, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act. Otherwise, the Issuer shall use its best efforts to file (and shall cause any event on or prior then existing Subsidiary Guarantor to file) with the 45th day SEC the Initial Shelf Registration as promptly as practicable after delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Filing Event occursRegistration to be declared effective under the Securities Act as promptly as practicable thereafter. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuer shall not permit any securities other than the Registrable Notes to be included in the Initial any Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers Issuer shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request second anniversary of the Initial Purchasers), Issue Date (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof hereof) or such earlier date as may be then authorized under Rule 144(k) under the Securities Act (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 are otherwise eligible for sale under Rule 144 by the Holders without restriction by virtue of the operation of the volume limitations set forth in such Rule or (ii) a Subsequent Shelf Registration Statement (as defined below) 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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers shall as promptly as possible file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "INITIAL SHELF REGISTRATION"). The Issuers shall use their reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to before the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S1 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities Notes 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 (x) use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is the earlier of two years from after the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof Issue Date (the “Effectiveness Period”"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 (ii) or, if applicable, 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 become effective under the Securities ActRegistration; providedPROVIDED, howeverHOWEVER, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such holder furnishes to the Company in writing, within 15 business days after receipt of a request therefor, such information as the Company may suspend the effectiveness of the Initial reasonably request for use in connection with any Shelf Registration Statement by written notice or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to the Holders solely Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of Registrable Notes as a result of the filing of a post-effective amendment to the Initial which any Shelf Registration Statement is being effected agrees to incorporate annual audited financial information with respect furnish promptly to the Company where such post-effective amendment is not yet effective and needs all information required to be declared effective disclosed in order to permit holders make information previously furnished to use the related ProspectusCompany by such Holder not materially misleading.

Shelf Registration. The Issuers As soon as practicable following the Closing, but in no event more than 30 days following the Closing Date, the Company shall use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement for an offering to be made on 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 under the 45th day 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 Securities Act covering the Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings)Securities. The Company 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 (x) use their its commercially reasonable efforts to cause the Initial such Shelf Registration Statement to become effective under as promptly as practicable after the Securities Act on or prior to the 90th day after date of filing of such Shelf Registration Statement (the “Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) ”). The Company will use their its commercially reasonable efforts to keep the Initial cause such Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act for until the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request earliest of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding or (iii) three years from the Initial Effective Date (the “Effectiveness Period”). A Shelf Registration Statement or (iifiled pursuant to this Section 2.1(a) a Subsequent Shelf Registration Statement covering all shall be on such appropriate registration form of the Registrable Notes covered Commission as shall be selected by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities ActCompany; provided, however, that (i) if the Effectiveness Period in respect of Company is a WKSI at the Initial time a Shelf Registration Statement is required to be filed hereunder, such Shelf Registration Statement shall be extended filed as an Automatic Shelf Registration Statement. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to the extent required to permit dealers to comply form in all material respects with the all applicable prospectus delivery requirements of Rule 174 under the Securities 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 (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as otherwise provided herein and (iipracticable following the date that a Shelf Registration Statement filed pursuant to this Section 2.1(a) becomes effective, but in any event within five Business Days of such date, the Company may suspend shall provide the Holders with written notice of the effectiveness of the Initial a Shelf Registration Statement; provided that no such notice shall be required if such Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a post-effective amendment to the Initial is an Automatic Shelf Registration Statement to incorporate annual 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 ProspectusStatement.

Shelf Registration. The Issuers Issuer shall promptly file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Issuer shall use their reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuer shall not permit any securities other than the Registrable Securities and the Guarantees and the Senior Subordinated Notes and the related guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers Issuer shall (x) use their commercially its respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on earliest of (i) the date which that is two years from the date it becomes effective Issue Date (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or ii) such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, a Subsequent Shelf Registration Statement covering or (iii) the date upon which all Registrable Securities become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144(k) (the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the Company contrary in this Agreement, at any time, the Issuer may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Company where Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Notes Issuer shall use its commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursRegistration. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such the Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Notes Issuer 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 Notes Issuer shall (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to within 365 days of the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following one-year anniversary of the Issue Date) Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two three years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) shall be subject to reduction to the Company extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. Notwithstanding anything to the contrary in this Agreement, at any time, the Notes Issuer may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Notes Issuer determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Notes Issuer, would be detrimental to the Company where Notes Issuer (or to any of the Parent Guarantors, if such post-effective amendment Parent Guarantor’s guarantee of the Notes is not yet effective and needs to be declared effective to permit holders to use the related Prospectusthen in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers Within 180 calendar days of the Initial Closing Date, the Partnership shall use commercially reasonable efforts to prepare and file a Shelf Registration Statement with the Commission SEC to permit the public resale of all Registrable Securities on the terms and conditions specified in this Section 2.01 (a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable Notes). The Issuers shall file Registration Statement filed with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior SEC pursuant to the 45th day after such Shelf Filing Event occurs. The Initial Shelf Registration Statement this Section 2.01(a) shall be on Form S-3 or, if Form S-3 is not then available to the Partnership, on Form S-1 or another appropriate such other form permitting of registration statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Registration Statement to sell such Registrable Notes Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for resale by Holders in the manner or manners designated by them (includingsuch Registration Statement; provided, without limitationhowever, in one or more underwritten offerings)such Registration Statement shall not be filed on a shelf registration statement that automatically becomes effective upon filing. The Company Partnership 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 (x) use their commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01(a) to be declared effective within 360 calendar days after the Initial Shelf Closing Date (the “Effectiveness Deadline”). A Registration Statement shall provide for the resale pursuant to become effective under any method or combination of methods legally available to, and requested by, the Securities Act on or prior Selling Holders, including by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.04 of this Agreement. During the 90th day after such Shelf Filing Event occurs (but in no event Effectiveness Period, the Partnership shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf cause a Registration Statement continuously effective under filed pursuant to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent 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 until the date on which all Registrable Securities have ceased to be Registrable Securities. The Partnership shall prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Warrant Common Unit Registrable Securities are then listed and traded) to list the Warrant Common Unit Registrable Securities covered by a Registration Statement and shall use commercially reasonable efforts to have such Warrant Common Unit Registrable Securities approved for listing on the NYSE (or such other national securities exchange on which the Registrable Securities are then listed and traded) by the Effective Date of such Registration Statement, subject only to official notice of issuance. Within two Business Days of the Effective Date of a Registration Statement, the Partnership shall notify the Selling Holders of the effectiveness of such Registration Statement. When effective, a Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities 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 Registration Statement, in the light of the circumstances under which a statement is made). If the Managing Underwriter of any proposed Underwritten Offering of Registrable Securities (other than an Underwritten Offering of Included Registrable Securities pursuant to Section 2.02) advises the Partnership that the inclusion of all of the Selling Holders’ Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the period ending on Registrable Securities, then the date which is two years from Registrable Securities to be included in such Underwritten Offering shall include the date it becomes effective (or one year if number of Registrable Securities that such Managing Underwriter advises the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers)Partnership can be sold without having such adverse effect, subject with such number to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when be allocated (i) all first, to the Selling Holders, allocated among such Selling Holders pro rata on the basis of the number of Registrable Notes covered Securities held by the Initial Shelf Registration Statement have been sold each such Selling Holder or in the such other manner set forth as such Selling Holders may agree, and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all second, to any other holder of securities of the Registrable Notes covered by and not sold under Partnership having rights of registration that are neither expressly senior nor subordinated to the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act; provided, however, that (i) the Effectiveness Period Holders in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusRegistrable Securities.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The Issuers shall use their reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company 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 (x) use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act"Effectiveness Period"); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice shall be subject to reduction to the Holders solely as a result extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual 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 Prospectustwo year holding period set forth therein.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers shall use their respective best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company 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 (x) use their commercially respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice shall be subject to reduction to the Holders solely as a result extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual 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 Prospectustwo year holding period set forth therein.

Shelf Registration. The Issuers shall file with the Commission a Registration Statement for an offering to be made on 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 the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial PurchasersPurchaser), subject to extension pursuant to the 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 (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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers shall file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers shall file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and and, in any event event, on or prior to the 45th day after such Shelf applicable Filing Event occursDate. 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, in one or more underwritten offeringsUnderwritten Offerings). The Company 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 (x) use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not in excess of an aggregate of 60 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Initial Company determines in good faith that the filing of any such Shelf Registration Statement by written notice to or the Holders solely as a result continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the filing disclosure of a postnon-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial public material information with respect that would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers At the request of the Holders of a majority of the then outstanding Registrable Securities, the Company shall use its commercially reasonable efforts to prepare and file with the Commission Commission, within 90 days following the receipt of such request, a Registration Statement for an offering registration statement under the Securities Act to be made on a continuous basis pursuant permit the public resale by the Holders of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (the “Initial Shelf Registration Statement”) covering all of ), and 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 the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under no later than 180 days after the Securities Act receipt of such request (the “Shelf Registration”). A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on or prior such appropriate registration form of the Commission as shall be selected by the Company; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the 90th day after success of the Underwritten Offering of such Shelf Filing Event occurs (but in no event Registrable Securities, the Company shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep include such information in the Initial prospectus. The Company shall cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resale of all Registrable Securities by the Holders and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act for the period and ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request earlier to occur of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) the date all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend date on which all Registrable Securities have ceased to be Registrable Securities hereunder in accordance with Section 1.02 (the effectiveness of the Initial “Effectiveness Period”). The Shelf Registration Statement by written notice when declared effective will comply as to the Holders solely as a result form in all material respects with all applicable requirements of the filing Securities Act and the Exchange Act and will not contain an untrue statement of a post-effective amendment material fact or omit to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs state a material fact required to be declared effective stated therein or necessary to permit holders to use make the related Prospectusstatements therein not misleading.

Shelf Registration. The Issuers shall as promptly as reasonably practicable file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after Filing Date and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall file as promptly as practicable (such period not to exceed 45 days) with the Commission the Initial Shelf Registration upon the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Filing Event occursRegistration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration. Each of the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years 24 months from the date it becomes effective Issue Date (or one year or, if Rule 144(k) under the Initial Shelf Registration Statement Securities Act is filed at the request of the Initial Purchasers)amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof 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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers Contango shall use its commercially reasonable efforts to prepare and file with the Commission a an initial Shelf Registration Statement for an offering to be made under the Securities Act covering all Registrable Securities at such time of filing within 30 days from the date on a continuous basis pursuant to Rule 415 which the Purchased Securities are issued (the “Initial Shelf Registration StatementFiling Deadline”) 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 the 45th day 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, in one or more underwritten offerings). The Company Contango 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 (x) use their its commercially reasonable efforts to cause the Initial such initial Shelf Registration Statement to become effective under the Securities Act on or prior to as soon as practicable after the 90th day after such Shelf Filing Event occurs filing thereof and no later than 90 days (but in no event shall such effectiveness be required prior to 180 days following or if reviewed by the Issue Datestaff of the Commission, 120 days) and from the date on which the Purchased Securities are issued (y) the “Effectiveness Deadline”). Contango will use their its commercially reasonable efforts to keep the Initial cause such initial Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act for until the period ending on the date which is two years from the date it becomes effective earliest of (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i1) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (2) there are no longer any Registrable Securities outstanding and (3) three years from the Initial Effective Date (the “Effectiveness Period”). A Shelf Registration Statement or (iifiled pursuant to this Section 2.1(a) a Subsequent shall be on such appropriate registration form of the Commission as shall be selected by Contango. A Shelf Registration Statement covering when declared effective (including the documents incorporated therein by reference) will comply as to form in 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply material respects with the all applicable prospectus delivery requirements of Rule 174 under the Securities 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 Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as otherwise provided herein and (ii) practicable following the Company may suspend date that a Shelf Registration Statement becomes effective, but in any event within one Business Day of such date, Contango shall provide the Holders with written notice of the effectiveness of the Initial a Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusStatement.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The Issuers shall use their respective reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company 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 (x) use their commercially respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) Regis- tration or, if applicable, 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 become effective under the Securities Act"Effectiveness Period"); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 60 days in any calendar year (a "Shelf Suspension Period"), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers shall Demanding Original Holders may at any time and from time to time request in writing that the Company file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to shelf registration statement under Rule 415 of the Securities Act on Form F-1 (the “Initial Shelf Registration StatementForm F-1 Shelf”) covering all of or, if the Registrable Notes. The Issuers shall Company is eligible to use a Registration Statement on Form F-3, the Demanding New Holders or the Demanding Original Holders may at any time and from time to time request in writing that the Company file a Form F-3 Shelf (together with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day 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 (includingF-1 Shelf, without limitationeach a “Shelf”), in one each case, covering the resale of all or more underwritten offeringspart of their Registrable Securities on a delayed or continuous basis (a “Demand Shelf Registration”). The Company shall not permit any securities other than will within ten (10) days of the Registrable Notes to be included Company’s receipt of the Demand Shelf Registration notify (a) in the Initial case of a Demand Shelf Registration Statement or for a Form F-1 Shelf, all Demanding Original Holders and (b) in any Subsequent the case of a Demand Shelf Registration Statement for a Form F-3 Shelf, all Holders of Registrable Securities of the demand, and in each case, each Holder who wishes to include all or a portion of such Holder’s Registrable Securities in a Shelf pursuant to the Demand Shelf Registration shall so notify the Company within fifteen (as defined below)15) days after the receipt by the Holder of the notice from the Company. The Issuers Company shall file the Shelf within forty-five (x45) days of the Company’s receipt of the Demand Shelf Registration, and use their commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter and no later than the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to earlier of (x) the 90th calendar day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Issue Date) filing date and (y) 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 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 use their its commercially reasonable efforts to maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Initial a Shelf Registration Statement continuously effective under and available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities, subject in each case to the provisions of this Agreement that permit the Company to suspend the use of the Registration Statement in the circumstances, and subject to the terms and conditions, set forth in those provisions. If, at any time the Company shall have qualified for the period ending on use of a Form F-3 Shelf or any other form which permits incorporation of substantial information by reference to other documents filed by the date which is two years from Company with the date it becomes effective (or one year if Commission and at such time the Initial Company has an outstanding Form F-1 Shelf, then the Company shall, as soon as reasonably practical, convert such outstanding Form F-1 Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant into a Form F-3 Shelf. Notwithstanding anything to the penultimate paragraph of contrary herein, to the extent there is an effective Shelf under this Section 5 hereof 2.4, covering a Holder’s or Holders’ Registrable Securities, such Holder or Holders shall not have rights to make a Demand Registration with respect to Section 2.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this Section 2.4, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify for and wish to request an Underwritten Offering from such Shelf (the a “Effectiveness PeriodShelf Underwriting Request”), or such shorter period ending when Underwritten Offering shall follow the procedures of subsection 2.1 (including subsection 2.1.3 and subsection 2.1.4) but such Underwritten Offering (including, for purposes of clarity, any Underwritten Block Trade) shall be made from the Shelf and shall count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1; provided that, in the event that the Underwritten Offering is being made from a Form F-3 Shelf, (i) the period of time for the Company to notify all other Holders of Registrable Notes covered by Securities of the Initial Shelf Company’s receipt of the applicable Demand Registration Statement have been sold in the manner shall be reduced from ten (10) days (as set forth in subsection 2.1.1) to two (2) Business Days and as contemplated in the Initial Shelf Registration Statement or (ii) the period of time that the Holders have to respond to such notice shall be reduced from fifteen (15) days (as set forth in subsection 2.1.1) to three (3) Business Days. Notwithstanding anything herein to the contrary, if the Demanding New Holders or the Demanding Original Holders (as applicable) wish to engage in an underwritten block trade or similar underwritten transaction with a Subsequent Shelf Registration Statement covering all two (2) Business Day or less marketing period (collectively, “Underwritten Block Trade”) off of a Form F-3 Shelf, then notwithstanding the time periods provided for herein, such Demanding New Holders or Demanding Original Holders (as applicable) only need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of other Registrable Notes covered by Securities shall not be entitled to notice of such Underwritten Block Trade and shall not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Actbe entitled to participate in such Underwritten Block Trade; provided, however, that the Demanding New Holders or the Demanding Original Holders (ias applicable) requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Effectiveness Period Company beginning at least ten (10) days prior to notifying the Company of its request for an Underwritten Block Trade in respect order to facilitate preparation of the Initial Shelf Registration Statement shall be extended (if applicable), prospectus and other offering documentation related to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusUnderwritten Block Trade.

Shelf Registration. The Issuers At the request of Montierra, the Company shall use its commercially reasonable efforts to prepare and file with the Commission Commission, within 90 days following the receipt of such request, a Registration Statement for an offering registration statement under the Securities Act to be made on a continuous basis pursuant permit the public resale by Montierra of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (the “Initial Shelf Registration Statement”) covering all of ), and 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 the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under as soon as practicable thereafter (the Securities Act “Shelf Registration”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on or prior such appropriate registration form of the Commission as shall be selected by the Company; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the 90th day after success of the Underwritten Offering of such Shelf Filing Event occurs (but in no event Registrable Securities, the Company shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep include such information in the Initial prospectus. The Company shall cause the Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resale of all Registrable Securities by Montierra and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act for the period and ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request earlier to occur of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) the date all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend date on which all Registrable Securities have ceased to be Registrable Securities hereunder in accordance with Section 1.2 (the effectiveness of the Initial “Effectiveness Period”). The Shelf Registration Statement by written notice when declared effective will comply as to the Holders solely as a result form in all material respects with all applicable requirements of the filing Securities Act and will not contain an untrue statement of a post-effective amendment material fact or omit to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs state a material fact required to be declared effective stated therein or necessary to permit holders to use make the related Prospectusstatements therein not misleading.

Shelf Registration. The Issuers Company shall promptly file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Company shall use its commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offeringsUnderwritten Offerings). The Company shall not permit any securities other than the Registrable Notes (and the related Guarantees) to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below)Registration. The Issuers Company shall (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on earliest of (i) the date which that is two years from the date it becomes effective (or one year if following the effective date of the Initial Shelf Registration Statement is filed at or (ii) the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof date upon which all Registrable Notes have been sold (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 (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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than 90 days in the aggregate during any 12-month period (a “Shelf Suspension Period”), if the Board of Directors of Parent determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement by written notice to or the Holders solely as a result continuing effectiveness thereof would require the disclosure of non−public material information that, in the reasonable judgment of the filing Board of Directors of Parent would be detrimental to Parent and its subsidiaries if so disclosed or would otherwise materially adversely affect a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers shall file with At any time and from time, as soon as practicable following the Commission Partnership’s receipt of written notice from the Purchaser requesting the filing of a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of , the Registrable Notes. The Issuers Partnership shall prepare and file with the Commission the Initial a Shelf Registration Statement as promptly as practicable under the Securities Act covering Registrable Securities then outstanding; provided, however, that the right of the Purchaser to request such filing shall expire at any time that the Purchaser and in any event on or prior its Affiliates owns less than 10% of the aggregate Conversion Common Units issued to the 45th day after such Shelf Filing Event occursPurchaser and its Affiliates. The Initial If the Shelf Registration Statement is not automatically effective upon filing, the Partnership 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, in one or more underwritten offerings). The Company 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 (x) use their commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (as soon as reasonably practicable, but in no any event shall such effectiveness be required prior to not later than 180 days following after the Issue Date) and (y) use their commercially reasonable efforts to keep date of the Initial filing of such Shelf Registration Statement (the “Filing Date”). A Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from a Shelf Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the reasonable judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its reasonable best efforts to include such information in the prospectus supplement. The Partnership will use its reasonable best efforts to cause a Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act for the period ending on the date which is two years from the Effective Date until the earliest date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request on which any of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when following occurs: (i) all Registrable Notes Securities covered by the Initial such Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) two years from the Initial Effective Date of such Shelf Registration Statement or (ii) the “Effectiveness Period”). The Partnership covenants that a Subsequent Shelf Registration Statement covering when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to form in 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply material respects with the all applicable prospectus delivery requirements of Rule 174 under the Securities 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 (and, in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as otherwise provided herein and (ii) practicable following the Company may suspend Effective Date of a Shelf Registration Statement, but in any event within three Business Days of such date, the Partnership will notify the Selling Holders of the effectiveness of the Initial such Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusStatement.

Shelf Registration. The Issuers Company shall file with the Commission SEC on or prior to the Filing Date a "shelf" Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with Notes (the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occurs"INITIAL SHELF REGISTRATION"). The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company 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 Company shall (x) use their commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective and useable under the Securities Act for the period ending on until the date which is two years 24 months from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), Effectiveness Date; subject to extension pursuant to the penultimate last paragraph of Section 5 hereof (the “Effectiveness Period”"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 (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 become declared effective under the Securities Act; providedPROVIDED, howeverHOWEVER, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein herein. The Company shall be entitled to suspend any Initial Shelf Registration and (ii) the duration of such suspension shall be excluded from the calculation of the twenty-four month period described in the previous paragraph. Such suspension may be effected only if the Board of Directors of the Company may suspend the effectiveness of determines reasonably and in good faith that the Initial Shelf Registration Statement would materially impede, delay or interfere with any material financing, offer or sale of securities by written notice the Company, acquisition, corporate reorganization or other significant transaction involving the Company or any of its Subsidiaries, which material financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction is under active consideration by the Company at the time of such suspension described above; PROVIDED, HOWEVER, that the Company shall not be entitled to more than two suspensions, each of no longer than 6 weeks duration, in such twenty-four month period. If the Holders solely as a result of the filing of a post-effective amendment to Company shall so suspend the Initial Shelf Registration Statement to incorporate annual audited financial information with respect it shall, as promptly as possible, deliver a certificate signed by the Chief Executive Officer or President of the Company to the Company where selling Holders as to such post-effective amendment is not yet effective determination, and needs the Holders shall receive an extension of the registration period equal to be declared effective to permit holders to use the related Prospectusnumber of days of the suspension.

Shelf Registration. The Issuers Corporation shall use its commercially reasonable efforts to (i) prepare and file with the Commission a Registration Statement registration statement under the Securities Act within five business days of the expiration of the Lock-Up Period or any extension thereof covering (A) the delivery from time to time by the Corporation to the Holders of all shares of Class A Common Stock deliverable to the Holders in exchange for an offering to be made on a continuous basis PBF LLC Units pursuant to the Exchange Agreement and (B) the public resale by the Holders of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (the “Initial Shelf Registration Statement”), and (ii) covering all of cause the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and to become effective no later than 90 days after the expiration of the Lock-Up Period or any extension thereof. If a prospectus supplement will be used in any event on or prior to connection with the 45th day after such Shelf Filing Event occurs. The Initial marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify the Corporation in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be on Form S-3 or another appropriate form permitting registration used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Notes for resale by Holders Securities, the Corporation shall use its commercially reasonable efforts to include such information in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings)prospectus supplement. The Company Corporation 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 (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement filed pursuant to become this Section 2.01(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for exchange and, if applicable, resale of all Registrable Securities by the Holders and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from earlier to occur of (x) the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold exchanged and distributed in the manner set forth and as contemplated in the Initial Shelf Registration Statement or and (iiy) a Subsequent the date on which any Registrable Securities covered by the Shelf Registration Statement covering all of have ceased to be Registrable Securities (the Registrable Notes covered by and not sold under the Initial “Effectiveness Period”). The Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become when declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period will comply as to form in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply all material respects with the all applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein 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 (ii) and, in the Company may suspend the effectiveness case of the Initial prospectus contained in such Shelf Registration Statement by written notice to Statement, in the Holders solely as a result light of the filing of circumstances under which a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment statement is not yet effective and needs to be declared effective to permit holders to use the related Prospectusmade).

Shelf Registration. The Issuers shall as promptly as reasonably practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "INITIAL SHELF REGISTRATION"). The If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall use its best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after Filing Date and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Filing Event occursRegistration to be declared effective under the Securities Act as promptly as practicable thereafter. The Initial Shelf Registration Statement shall be on Form S-3 S-l 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial any Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years 36 months from the effective date it becomes effective (or one year if the of such Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof hereof) (the “Effectiveness Period”"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 (ii) a Subsequent Shelf Registration Statement (as defined below) 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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Under the circumstances set forth below, the Issuers shall as promptly as reasonably practicable file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”). If the Issuers shall not have yet filed the Exchange Registration Statement”) covering all , each 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 the 45th day after Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall file with the Commission the Initial Shelf Registration within 90 days of the delivery of the Shelf Notice and shall use their best efforts to cause such Shelf Filing Event occursRegistration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-3 F-1 or another appropriate form permitting registration of such the Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in the Initial any Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below)Registration. The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years 24 months from the date it becomes effective Issue Date (or one year or, if Rule 144(k) under the Initial Shelf Registration Statement Securities Act is filed at the request of the Initial Purchasers)amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof 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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers Issuer shall as promptly as practicable after the date of the Shelf Notice but in any case no later than the Shelf Filing Deadline use its reasonable best efforts to file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with Notes (the Commission the "Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursRegistration"). The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuer 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 Issuer shall (x) use their commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Deadline and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities ActEffectiveness Period"); provided, however, that (i) the Shelf Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the Company two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 90 days in any consecutive twelve month period (a "Shelf Suspension Period"), if the Board of Directors of the Issuer determine reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental 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 ProspectusIssuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) The Issuers Company shall file prepare and file, or cause to be prepared and filed, with the Commission SEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering for an offering to be made on a delayed or continuous basis pursuant to Rule 415 registering the resale from time to time by Holders thereof of all of the Registrable Notes. The Issuers shall file with Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the Commission rules and regulations of the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior SEC, then registering the resale from time to the 45th day after such Shelf Filing Event occurstime by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting provide for the registration of such Registrable Notes Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the manner or manners designated by them (including, without limitation, in one or more underwritten offerings)Holders. The Company In no event shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. If the Initial Shelf Registration Statement (as defined below). The Issuers is not an Automatic Shelf Registration Statement, the Company shall (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (as promptly as practicable but in no any event shall such effectiveness be required prior to 180 by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days following after the Issue Date) and (y) . The Company shall use their its commercially reasonable efforts to keep the Initial Shelf Registration Statement (and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes the Shelf Registration Statement is declared effective until the earlier of (i) the thirty-fifth (35th) Trading Day immediately following the maturity date of the Notes and (ii) the date upon which there are no Notes or one year if Registrable Securities outstanding. At the time the Initial Shelf Registration Statement is filed at becomes effective under the request Securities Act, each Holder that became a Notice Holder on or before the 15th day before the date of the Initial Purchasers), subject to extension pursuant to the 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 effectiveness shall be named as contemplated a selling securityholder in the Initial Shelf Registration Statement or (ii) and the related Prospectus in such 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required manner as to permit dealers such Holder to comply deliver such Prospectus to purchasers of Registrable Securities in accordance with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectuslaw.

Shelf Registration. The Issuers shall file with the Commission a Registration Statement for an offering to be made on 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 the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Self Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the an Initial PurchasersPurchaser), subject to extension pursuant to the 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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers Company shall use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement for an offering registration statement under the Securities Act within 90 days of the closing of the Contribution Agreement to be made on a continuous basis pursuant permit the public resale by Co-Investment of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (the “Initial Shelf Registration Statement”) covering all of ), and 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 the 45th day 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, in one or more underwritten offerings). The Company 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 (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under as soon as practicable thereafter (the Securities Act “Shelf Registration”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on or prior such appropriate registration form of the Commission as shall be selected by the Company; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the 90th day after success of the Underwritten Offering of such Shelf Filing Event occurs (but in no event Registrable Securities, the Company shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep include such information in the Initial prospectus. The Company shall cause the Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resale of all Registrable Securities by Co-Investment and that it conforms in all material respects with the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement first is declared effective under the Securities Act for the period and ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request earlier to occur of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) the date all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend date on which all Registrable Securities have ceased to be Registrable Securities hereunder in accordance with Section 1.2 (the effectiveness of the Initial “Effectiveness Period”). The Shelf Registration Statement by written notice when declared effective will comply as to the Holders solely as a result form in all material respects with all applicable requirements of the filing Securities Act and will not contain an untrue statement of a post-effective amendment material fact or omit to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs state a material fact required to be declared effective stated therein or necessary to permit holders to use make the related Prospectusstatements therein not misleading.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "INITIAL SHELF REGISTRATION"). The Issuers shall use their commercially reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursRegistration. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to within 395 days of the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following closing date of the Issue Date) Acquisition and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the closing date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Acquisition 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 (ii) or, if applicable, 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 become effective under the Securities Act"EFFECTIVENESS PERIOD"); providedPROVIDED, howeverHOWEVER, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) shall be subject to reduction to the Company extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 90 days in any calendar year (a "SHELF SUSPENSION PERIOD"), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company where such post-effective amendment (or to the Parent Guarantor, if the Parent Guarantor's guarantee of the Notes is not yet effective and needs to be declared effective to permit holders to use the related Prospectusthen in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”). If the Company shall not have yet filed the Exchange Registration Statement”) covering all of , the Registrable Notes. The Issuers Company shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after Filing Date and shall use commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall file with the Commission the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use commercially reasonable efforts to cause such Shelf Filing Event occursRegistration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial any Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below)Registration. The Issuers Company shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years 24 months from the date it becomes effective Issue Date (or one year or, if Rule 144(k) under the Initial Shelf Registration Statement Securities Act is filed at the request of the Initial Purchasers)amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof 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 Registration, (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 become declared effective under the Securities Act; provided, however, that Act or (iiii) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectusthere are no longer any Registrable Notes outstanding.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Shelf Registration"). The If the Issuers shall not have yet filed an Exchange Offer Registration Statement, the Issuers shall use their best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below)Registration. The Issuers shall (x) use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof Issue Date (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 (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 become effective under the Securities ActRegistration; provided, however, that (i) no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has provided the Issuers within 10 Business Days after receipt of a request therefor, with the information required by the first two paragraphs which follow Section 5(t), as applicable; and provided, further, however, that the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectustherein.

Shelf Registration. 2.1.1 Following the Closing Date, the Company shall use its reasonable best efforts to (i) file a Registration Statement under the Securities Act within sixty (60) days after the Closing Date to permit the public resale of all the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on the terms and conditions specified in this subsection 2.1.1 and (ii) cause such Registration Statement to be declared effective as soon as practicable after the filing thereof. The Issuers shall file Registration Statement filed with the Commission pursuant to this subsection 2.1.1 shall be a Registration Statement shelf registration statement on Form S-1 (a “Form S-1 Shelf”) or such other form of registration statement as is then available to effect a registration for an offering resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to be made on a continuous basis permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the “Initial Shelf Commission then in effect) at any time beginning on the effective date for such Registration Statement”) covering all of the Registrable Notes. The Issuers shall file with the Commission the Initial Shelf A Registration Statement as promptly as practicable filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination of methods legally available to, and in any event on or prior to requested by, the 45th day 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, in one or more underwritten offerings)Holders. The Company 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 (x) use their commercially its reasonable best efforts to cause the Initial Shelf a Registration Statement filed pursuant to become effective under the Securities Act on or prior this subsection 2.1.1 to remain effective, and to be supplemented and amended to the 90th day after extent necessary to ensure that such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed at pursuant to this subsection 2.1.1, but in any event within five (5) business days of such date, the request Company shall notify the Holders of the Initial Purchasers)effectiveness of such Registration Statement. When effective, subject to extension a Registration Statement filed pursuant to this subsection 2.1.1 (including the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (idocuments incorporated therein by reference) will comply as to form in 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 (ii) a Subsequent Shelf Registration Statement covering material respects with 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein 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 (ii) in the Company may suspend case of any Prospectus contained in such Registration Statement, in the effectiveness light of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where circumstances under which such post-effective amendment statement is not yet effective and needs to be declared effective to permit holders to use the related Prospectusmade).

Shelf Registration. The Issuers shall file with the Commission SEC a Registration Statement for an offering to be made on 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 StatementRegistration”) covering all of the Registrable Notes). The Issuers shall file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to before the 45th day after such Shelf applicable Filing Event occursDate. 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, in one or more underwritten offerings). The Company 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 (x) shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 be outstanding, (ii) all Registrable Notes are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act or (iiiii) 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 become declared effective under the Securities Act; Act (the “Effectiveness Period”), provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company herein. No Holder of Registrable Notes may suspend the effectiveness include any of the Initial its Registrable Notes in any Shelf Registration Statement by written notice pursuant to the Holders solely as a result of the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect this Agreement unless and until such Holder furnishes to the Company where in writing, within 15 business days after receipt of a request therefor, such post-effective amendment is not yet effective and needs information concerning such Holder required to be declared effective included in any Shelf Registration or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to permit holders Additional Interest pursuant to use Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the related ProspectusCompany all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers shall use their reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursRegistration. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company 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 belowoffering). The Issuers shall (x) use their commercially respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 within 360 days following of the Issue Date) Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 60 consecutive days, three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company where if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs required by applicable law; provided, however, that any Shelf Registration Suspension Period shall extend the number of days the Shelf Registration Statement or Prospectus is available by an amount equal to be declared effective to permit holders to use the related Prospectusnumber of days in such Shelf Suspension Period.

Shelf Registration. The Issuers shall (a) At any time after the expiration of the Lock-Up Period that the Company is eligible to file with a registration statement on Form S-3, one or more Buyer Parties (the Commission “Shelf Requesting Parties”) then holding at least 30% of the Registrable Securities then held by all Buyer Parties may request in writing (a Registration Statement “Shelf Request”) that the Company effect a registration (a “Shelf Registration”) under the 1933 Act of Registrable Securities held by such Buyer Parties for an offering to be made sale on a delayed or continuous basis pursuant to Rule 415 under the 1933 Act. The Shelf Request shall be in writing and shall specify the Registrable Securities to be sold and the intended method of disposition thereof. Upon receipt of a Shelf Request, the Company shall deliver within five Business Days a written notice (the a “Initial Shelf Registration StatementNotice”) covering to each Buyer Party that did not make such Shelf Request stating that the Company intends to comply with a Shelf Request and informing each such Buyer Party of its right to include Registrable Securities in such Shelf Registration. Within five Business Days after receipt of a Shelf Notice, each Buyer Party who received such Shelf Notice shall have the right to request in writing that the Company include all or a specific portion of the Registrable NotesSecurities held by such Buyer Party in such Shelf Registration. The Issuers Company shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to (but no later than 60 days after the 45th day after such date the Shelf Filing Event occurs. The Initial Shelf Registration Statement shall be Request is delivered) file a registration statement on Form S-3 or another appropriate form permitting registration of such including all Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes Securities requested to be included in therein by the Initial Shelf Registration Statement or in Requesting Parties and any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (xother Buyer Party who validly exercises its rights under this Section 5.3(a) and use their commercially reasonable efforts to cause such registration statement to be declared effective by the Initial Shelf Registration Statement SEC as soon as practicable thereafter, or designate for use an existing registration statement filed with the SEC, in each case providing for offers and sales to become effective be made on a delayed or continuous basis pursuant to Rule 415 under the Securities 1933 Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the 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 (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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs Registrable Securities held by the Buyer Parties that elect to be declared effective to permit holders to use participate therein (the related Prospectus“Shelf Registration Statement”).

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers shall use their respective reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursRegistration. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes (and the related Guarantees) to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) delivery of the Shelf Notice and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years one year from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become Freely Tradable. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of an aggregate of 60 days in any twelve-month period (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental 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 Prospectusif so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. The Issuers USWS shall use its commercially reasonable efforts to prepare and file with the Commission a an initial Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (under the “Initial Shelf Registration Statement”) Securities Act covering all 12,000,000 shares of the Registrable NotesSecurities on or before September 23, 2019. The Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occurs. The Initial initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of allocate such Registrable Notes for resale by Securities among the Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings)on a pro rata basis. The Company USWS 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 (x) use their its commercially reasonable efforts to cause the Initial such initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) later than May 25, 2020. USWS will use their its commercially reasonable efforts to keep the Initial cause such initial Shelf Registration Statement filed pursuant to this Section 2.1(a) to be continuously effective under the Securities Act for until the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request earliest of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in such Shelf Registration Statement, (ii) there are no longer any Registrable Securities outstanding and (iii) seven years from the Initial Effective Date (the “Effectiveness Period”). Any Holder or Holders shall have the option and right from time to time, exercisable by delivering a written notice to USWS (a “Demand Notice”), to require registration of a minimum of $10 million of additional Registrable Securities not covered by a Shelf Registration Statement at the time of the Demand Notice. USWS shall use its commercially reasonable efforts to amend the initial Shelf Registration Statement or (ii) file a Subsequent new Shelf Registration Statement covering all Statement, within 10 Business Days of the Demand Notice to include such additional Registrable Notes covered by and not sold under Securities. USWS will use its commercially reasonable efforts to cause such amendment to the Initial initial Shelf Registration Statement or an earlier Subsequent subsequent Shelf Registration Statement has been become Statement, as applicable, to be continuously effective under the Securities Act; provided, however, that (i) Act during the Effectiveness Period in respect of the Initial Period. A Shelf Registration Statement filed pursuant to this Section 2.l(a) shall be extended on such appropriate registration form of the Commission as shall be selected by USWS. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to the extent required to permit dealers to comply form in all material respects with the all applicable prospectus delivery requirements of Rule 174 under the Securities 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 Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as otherwise provided herein and practicable following the date that a Shelf Registration Statement becomes effective, but in any event within five (ii5) Business Days of such date, USWS shall provide the Company may suspend Holders with written notice of the effectiveness of the Initial a Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusStatement.

Shelf Registration. The Issuers Within 60 (sixty) days of becoming eligible to file a registration statement on Form S-3, PNG shall prepare and file with a registration statement under the Commission a Registration Statement for an offering Securities Act to be made on a continuous basis pursuant permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 of the Securities Act (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 the 45th day 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, in one or more underwritten offerings). The Company PNG 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 (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under no later than 120 (one-hundred twenty) days after the Securities Act date of filing (the “Shelf Registration”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on or prior such appropriate registration form of the Commission as shall be selected by PNG; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify PNG in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the 90th day after success of the Underwritten Offering of such Shelf Filing Event occurs (but in no event Registrable Securities, PNG shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep include such information in the Initial prospectus. PNG will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act for until the period ending earliest date on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request any of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof following occurs: (the “Effectiveness Period”), or such shorter period ending when (ia) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold by the Purchasers and distributed in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (b) the later of (i) two (2) years from the Closing Date or (ii) a Subsequent Shelf Registration Statement covering all of the date on which the Purchasers can sell the Registrable Notes covered by and not sold Securities pursuant to any section of Rule 144 under the Initial Shelf Registration Statement Securities Act (or an earlier Subsequent Shelf Registration Statement has been become effective any similar provision then in force under the Securities Act; provided, however, that ) without affiliate-related restriction (i) the “Effectiveness Period in respect of the Initial Period”). The Shelf Registration Statement shall be extended when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to the extent required to permit dealers to comply form in all material respects with the all applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein 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 (ii) and, in the Company may suspend case of any prospectus contained in such Shelf Registration Statement, in the effectiveness light of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where circumstances under which such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectusstatement were made).

Shelf Registration. (i) The Issuers shall Company agrees to use reasonable commercial efforts to file with under the Commission Act as promptly as practicable after the time that the Company becomes eligible to file registration statements on Form S-3 under the Act but in any event within 11 months after the Firm Closing Date (the "Shelf Registration Filing Date") a Shelf Registration Statement providing for an offering to be made the registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities, pursuant to Rule 415 (under the “Initial Act or any similar rule that may be adopted by the Commission. If the Company is not eligible to file registration statements on Form S-3 under the Act before the Shelf Registration Statement”) covering all of Filing Date, then the Registrable Notes. The Issuers Company shall file with the Commission the Initial a Shelf Registration Statement as promptly as practicable and in any event on or prior whatever form is then available for the Company to the 45th day 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, in one or more underwritten offerings)use. The Company shall not permit any securities other than the Registrable Notes agrees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially its reasonable commercial efforts to cause the Initial Shelf Registration Statement to become or be declared effective under within 120 days after the Securities Act on or prior to the 90th day after such Shelf Registration Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Date and (y) use their commercially reasonable efforts to keep the Initial such Shelf Registration Statement continuously effective under until the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request earliest of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) the date on which all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial pursuant to such Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering the date on which all Registrable Securities have been sold pursuant to Rule 144 under the Act, (iii) such time as there are no longer any Registrable Securities outstanding and (iv) the second anniversary of the Registrable Notes covered by and not sold under Closing Date (plus, in each case, the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Actnumber of days in any Suspension Period); provided, however, that (iupon the occurrence of any event or the discovery of any facts as contemplated by Section 3(f)(iv) hereof, the Effectiveness Period in respect of Company shall not be obligated to keep the Initial Shelf Registration Statement shall be extended to the extent required effective or to permit dealers to comply with the applicable prospectus delivery requirements use of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness any Prospectus forming a part of the Initial Shelf Registration Statement by written if the Company promptly thereafter complies with the requirements of Section 3(k) hereof; provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reason shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default shall occur and Additional Dividends shall accumulate as set forth in Section 2.4(A)(v) hereof); any such period during which the Company is so excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period"; a Suspension Period shall commence on and include the date that the Company gives notice to the Holders solely that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the filing application of a post-effective amendment the proviso of the foregoing sentence, stating the reason therefor, and shall end on the earlier to occur of the Initial date on which each seller of Registrable Securities covered by the Shelf Registration Statement to incorporate annual audited financial information with respect to either receives the copies of the supplemented or amended Prospectus or is advised in writing by the Company where such post-effective amendment is not yet effective and needs to that use of the Prospectus may be declared effective to permit holders to use the related Prospectusresumed.

Shelf Registration. The Issuers shall file with At any time and from time to time before the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 Expiration Date, one or more Holders (the “Initial Requesting Holders”), which, together with their respective Affiliates, in the aggregate, owns or has the right to acquire at least 85,000 shares of Registrable Securities, may make a written request that the Company file a shelf registration statement (a “Shelf Registration Statement”) covering pursuant to Rule 415 promulgated under the Securities Act providing for the sale by the Requesting Holders of all or part of the Registrable NotesSecurities owned or to be acquired by the Requesting Holders. The Issuers shall file with the Commission the Initial Requesting Holders may only request one Shelf Registration Statement as promptly as practicable and in any event on or be filed pursuant hereto prior to the 45th day after such Shelf Filing Event occursExpiration Date. The Initial A majority-in-interest of the Requesting Holders may, at their option, request that the Company file a Shelf Registration Statement shall be on using Form S-3 or another appropriate S-3, if such form permitting registration of such Registrable Notes is available for resale use by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings)Company. The Company 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 (x) use their commercially reasonable efforts to cause the Initial file such Shelf Registration Statement at the earliest practicable date, and use commercially reasonable efforts to become effective under the Securities Act on or prior to the 90th day after have such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior Registration Statement thereafter declared effective by the SEC at the earliest practicable date. The Company agrees to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial a Shelf Registration Statement continuously effective under the Securities Act for the period ending beginning on the date on which is two years from the date it becomes effective (or one year if the Initial a Shelf Registration Statement is filed at declared effective until the request earlier to occur of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) three years after the date such Shelf Registration Statement initially is declared effective by the SEC, (ii) the day after the date on which all of the Registrable Notes Securities covered by the Initial a Shelf Registration Statement have been sold in pursuant to a Shelf Registration Statement, (iii) the manner set forth and as contemplated in the Initial first date on which there shall cease to be any Registrable Securities covered by such Shelf Registration Statement and (iv) two years after the Expiration Date. The Company further agrees, if necessary, to use commercially reasonable efforts to supplement or (ii) amend a Subsequent Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Requesting Holders whose Common Stock is included in such Shelf Registration Statement covering all copies of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement any such supplement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply amendment promptly after its being issued or filed with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related ProspectusSEC.

Shelf Registration. The Issuers Company shall promptly give written notice to all Holders once it has become eligible to file with the Commission a Registration Statement for an offering to be made shelf registration statement on a continuous basis Form F-3 or S-3, as applicable, pursuant to Rule 415 promulgated under the Securities Act (the “Initial Shelf Registration”). Thereafter, each Important Shareholder may make a written request (each a “Shelf Demand Request”) that the Company file a shelf registration statement (a “Shelf Registration Statement”) covering and undertake any related qualification or compliance with respect to all or part of the Registrable NotesSecurities owned by such Important Shareholder (a “Shelf Demanding Shareholder”). The Issuers Following such Shelf Demand Request, the Company shall (i) promptly (but no later than ten (10) days following receipt of such Shelf Demand Request) give written notice of the proposed registration to all other Holders (the “Shelf Notice”); and (ii) as soon as practicable, use its reasonable best efforts to file with the Commission the Initial such Shelf Registration Statement as promptly as under the Securities Act at the earliest practicable and date, but in any event on or prior not later than sixty (60) days after receiving the Shelf Demand Request is requested, and use its reasonable best efforts to the 45th day after have such Shelf Filing Event occurs. The Initial Shelf Registration Statement thereafter become effective with the SEC at the earliest practicable date and shall be on Form S-3 or another appropriate form permitting use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act of (x) the Registrable Securities that the Company has been so requested to register by the Shelf Demanding Shareholder and (y) all other Registrable Securities which the Company has been so requested to register by any other Holder by written request of such Registrable Notes for resale by Holders in Holder given to the manner or manners designated by them Company within fifteen (including, without limitation, in one or more underwritten offerings)15) days after such Holder’s receipt of the Shelf Notice. The Company shall not permit any securities other than agrees to use its reasonable best efforts to keep the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent continuously effective for the period beginning on the date on which the Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become becomes effective under the Securities Act on or prior until the earlier to occur of (i) eighteen (18) months thereafter (plus a number of days equal to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following number of days, if any, that the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at not kept effective after the request initial date of its effectiveness and prior to eighteen (18) months thereafter pursuant to Section 2.5 or otherwise), (ii) the day after the date on which all of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in pursuant to the manner set forth and as contemplated in the Initial Shelf Registration Statement or another registration statement and (iiiii) a Subsequent the first date on which there shall cease to be any Registrable Securities covered by such Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration (including, for the avoidance of doubt, to effect underwritten shelf take-downs), and the Company agrees to furnish to the Holders whose Registrable Securities are included in such Shelf Registration Statement covering all copies of any such supplement or amendment promptly after its being issued or filed with the SEC. No registration requested by any Holder pursuant to this Section 2.2 shall be deemed a Demand Registration request pursuant to Section 2.1 hereof. The Company shall be required to file no more than two (2) Shelf Registration Statements pursuant to this Section 2.2 in any twelve (12) month period, it being understood that the Shelf Demanding Holder, together with any other Holders who request that certain of their Registrable Securities be registered on the Shelf Registration Statement, request a number of Registrable Securities be registered that have an aggregate offering value of at least $10,000,000. If at the time a request for a Shelf Registration is made under this Section 2.2, the Company is a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act), then the Company’s obligation to file a registration statement under this Section 2.2 shall be deemed satisfied if there is a Form F-3 or S-3 on file pursuant to which the requesting Holder shall be entitled to dispose of all its Registrable Notes covered by and not sold under Securities that it has requested to register. Notwithstanding anything to the Initial contrary herein, at any time that a Shelf Registration Statement or registering Registrable Securities of a Holder shall be effective, such Holder shall be permitted to effect an earlier Subsequent unlimited number of non-underwritten offerings and underwritten shelf-take-downs off the Shelf Registration Statement has been become effective under the Securities Act; providedStatement, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written including underwritten “block trades,” without notice to the Holders solely as a result or inclusion of the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual 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 Prospectusany other Holder’s Registrable Securities.

Shelf Registration. The Issuers Company shall as promptly as reasonably ------------------ practicable file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The Issuers If the Company shall not -------------------------- have yet filed the Exchange Registration Statement, the Company shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after Filing Date and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall file with the Commission the Initial Shelf Registration within 60 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Filing Event occursRegistration to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-3 S-3, if then available for use by the Company, 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, in one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial any Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below)Registration. The Issuers Company shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years 24 months from the effective date it becomes effective (or one year if the of such Initial Shelf Registration Statement (or, if Rule 144(k) under the Securities Act is filed at the request of the Initial Purchasers)amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof 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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers shall file with (i) From and after such time as the Commission a Registration Statement for an offering Company first becomes eligible to be made register securities on a continuous basis pursuant to Rule 415 Form S-3, or any successor or similar form, any Stockholder may make a written request (a “Shelf Demand”) that the Company file a shelf registration statement (a “Initial Shelf Registration Statement”) covering pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”) and undertake any related qualification or compliance, with respect to all or part of the Registrable Notes. The Issuers shall file with the Commission the Initial Shares owned by such Stockholder (a “Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day 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, in one or more underwritten offeringsDemanding Stockholder”). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or (i) promptly, and in any Subsequent event within ten (10) days of its receipt of a Shelf Registration Statement Demand, give written notice of the proposed registration, and any related qualification or compliance, to all other holders of Registrable Shares to the extent that the addresses of those Stockholders are known to the Company (the “Shelf Notice”), and (ii) as defined below). The Issuers shall (x) soon as practicable, use their its commercially reasonable efforts to cause the Initial file such Shelf Registration Statement to become effective under the Securities Act on or prior at the earliest practicable date, but in any event not later than forty (40) days after receipt of the Shelf Demand, and use its commercially reasonable efforts to the 90th day after have such Shelf Filing Event occurs Registration Statement thereafter become effective with the Commission at the earliest practicable date and to effect, at the earliest practicable date, such registration under the Securities Act of (but in no event shall such effectiveness be required prior x) the Registrable Shares that the Company has been so requested to 180 days following register by the Issue Date) Shelf Demanding Stockholder and (y) all other Registrable Shares that the Company has been so requested to register by written request of any Stockholder (a “Shelf Participating Stockholder”) given to the Company within ten (10) days after such Stockholder’s receipt of the Shelf Notice. Each Shelf Demanding Stockholder and Shelf Participating Stockholder shall be permitted to request that the Company register an undetermined amount of Registrable Shares if the Company is, or will be at the time of filing, a Well-Known Seasoned Issuer entitled to file an automatically effective Shelf Registration Statement. The Company agrees to use their its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective, including by renewing or re-filing upon expiration, for the period beginning on the date on which the Shelf Registration Statement becomes effective under the Securities Act for until the period ending on earlier to occur of (A) the day after the date on which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request all of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes Shares covered by the Initial Shelf Registration Statement have been sold in pursuant to the manner set forth and as contemplated in the Initial Shelf Registration Statement or another registration statement and (iiB) a Subsequent the first date on which there shall cease to be any Registrable Shares covered by such Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules and regulations of the Commission or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration, and the Company agrees to furnish to the Stockholders whose Registrable Shares are included in such Shelf Registration Statement covering copies of any such supplement or amendment promptly after its being issued or filed with the Commission. No registration requested by any Stockholder pursuant to this Section 2.1(g) shall be deemed a Registration Demand. Any Stockholder (other than Cadence Bancorp, LLC) that receives a Shelf Notice shall not make a Shelf Demand within three-hundred sixty (360) days of receipt of such Shelf Notice. If at the time a request for a Shelf Registration is made under this Section 2.1(g), there is a Form S-3 on file pursuant to which the requesting Stockholder shall be entitled to dispose of all of its Registrable Shares that it has requested to register, then the Registrable Notes covered by and not sold Company’s obligation to file a registration statement under this Section 2.1(g) shall be deemed satisfied. Notwithstanding anything to the Initial contrary herein, at any time that a Shelf Registration Statement registering Registrable Shares of a Stockholder shall be effective, such Stockholder shall be permitted to effect an unlimited number of non-underwritten offerings or an earlier Subsequent shelf-take-downs of Registrable Shares off the Shelf Registration Statement has been become effective under the Securities Act; provided(which may be underwritten Public Offerings), however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written including any underwritten “block trades” without notice to the Holders solely as a result or inclusion of the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual 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 Prospectusany other Stockholder’s Registrable Shares.

Shelf Registration. The Issuers Company and the Guarantors shall file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration"). The Issuers Company and the Guarantors shall use their reasonable efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to before the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the reasonable manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company and the Guarantors 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 Company and the Guarantors shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers)Issue Date, subject to extension pursuant to the penultimate last 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 (ii) or, if applicable, 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 become effective under the Securities ActRegistration; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (iishall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the Company two year holding period set forth therein or any similar rule providing for a shorter holding period. No holder of Registrable Notes may suspend the effectiveness include any of the Initial its Registrable Notes in any Shelf Registration Statement by written notice pursuant to this Agreement unless and until such holder furnishes to the Holders solely as a result of Company and the filing Guarantors in writing, within 15 business days after receipt of a post-effective amendment to request therefor, such information as the Initial Company and the Guarantors may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. No holder of Registrable Notes shall be entitled to incorporate annual audited financial information with respect Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of Registrable Notes as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company where such post-effective amendment is not yet effective and needs the Guarantors all information required to be declared effective disclosed in order to permit holders make information previously furnished to use the related ProspectusCompany and the Guarantors by such Holder not a material misstatement or omission.

Shelf Registration. The Issuers shall as promptly as reasonably practicable file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The If the Issuers shall not have yet filed the Exchange Registration Statement, each of the Issuers shall use its reasonable best efforts to file with the Commission the Initial Shelf Registration on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, each of the Issuers shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable within 90 days of the delivery of the Shelf Notice and in any event shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the 45th day after such Shelf Filing Event occursEffectiveness Date. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration. Each of the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially its reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years from the effective date it becomes effective (or one year if the of such Initial Shelf Registration Statement (or, if Rule 144(k) under the Securities Act is filed at the request of the Initial Purchasers)amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof 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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers shall Shelf Requesting Holders may request the Company to file with the Commission a Registration Statement for an offering to be made on shelf registration statement (a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”) providing for the sale by the Holders of any or all of the Registrable Notes. The Issuers shall file Common Stock held by such Shelf Requesting Holders (the date of such request, the “Shelf Request Date”) and any or all of the Registrable Common Stock held by other Holders who comply with the Commission requirements of this Section 2(a). Shelf Requesting Holders may make such request at any time after the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to initial Public Offering of the 45th day 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, in one or more underwritten offerings)Company. The Company shall not permit any securities other than (i) use its best efforts to file, at the Registrable Notes to be included in the Initial earliest practicable date, such Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to (the 90th day after such “Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date”) and (yii) use their commercially its best efforts to have such Shelf Registration Statement thereafter declared effective by the Commission at the earliest practicable date, but in any event not later than 60 days after the Shelf Filing Date or, if a Shelf Registration Statement is reviewed by the staff of the Commission, not later than 90 days after the Shelf Filing Date; provided, that the Company shall not be required to file a Shelf Registration Statement pursuant to this Section 2(a) until a period of 180 days shall have elapsed from the closing date of the initial Public Offering. Subject to Section 9(b), the Company agrees to use its reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under Rule 415 of the Securities Act for until the period ending on earliest to occur of (i) the day after the date on which is two years from all of the date it becomes effective (or one year if Registrable Common Stock covered by the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension has been sold pursuant to the 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 (ii) a Subsequent the first date on which there shall cease to be any Registrable Common Stock covered by such Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the Holders whose Registrable Common Stock is included in such Shelf Registration Statement covering all copies of any such supplement or amendment promptly after its being issued or filed with the Commission. Notwithstanding any other provision hereof, no Holder’s Registrable Notes covered by and not sold under Common Stock shall be included in the Initial Shelf Registration Statement or an earlier Subsequent unless and until the Holder furnishes to the Company a fully completed notice and questionnaire substantially in the form attached hereto as Exhibit A (the “Questionnaire”) and such other information in writing as the Company may reasonably request in writing for use in connection with the Shelf Registration Statement has been become effective and any related application to be filed with or under state securities laws. At least 30 days prior to the Securities Act; providedfiling of the Shelf Registration Statement, howeverthe Company will provide to the Holders notice of its intention to file the Shelf Registration Statement, the form of Questionnaire and such other information it reasonably requests. In order to be named as a selling securityholder in the Shelf Registration Statement at the time of effectiveness of the Shelf Registration Statement, each Holder must no later than 20 days following notice by the Company as set forth in the previous sentence, furnish to the Company in writing the completed Questionnaire and such other information requested by the Company and the Company will include information in the completed Questionnaire and such other information, if any, in the Shelf Registration Statement, as necessary and in a manner so that upon effectiveness of the Shelf Registration Statement the Holder will be permitted to deliver the Shelf Registration Statement to purchasers of the Holder’s Registrable Common Stock. From and after the date that the Shelf Registration Statement becomes effective, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company shall (i) as promptly as practicable after the Effectiveness Period date on which the Questionnaire is delivered, and in respect any event within the later of (x) 15 Business Days after receipt of such Questionnaire or (y) 15 Business Days after the Initial expiration of any suspension pursuant to Section 9(b) in effect when the Questionnaire is delivered, file any amendments or supplements to the Shelf Registration Statement shall necessary for such Holder to be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely named as a result of the filing of selling securityholder or, if not permitted to name such Holder as a selling securityholder by supplement, file any necessary a post-effective amendment to the Initial Shelf Registration Statement or prepare and, if required by applicable law, file any amendment or supplement to incorporate annual audited financial information with respect any document so that such Holder is named as a selling securityholder, and use its reasonable best efforts to the Company where cause such post-effective amendment is not yet effective and needs to be declared effective as promptly as practicable; provided that the Company shall not be obligated to permit holders to use the related Prospectusfile more than one post-effective amendment in any 90-day period.

Shelf Registration. The Company Issuers shall promptly file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) 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 the 45th day after such Shelf Filing Event occurs). The Initial Shelf Registration Statement shall be on Form S-3 S‑1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company 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 (x) use their respective commercially reasonable efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on earliest of (i) 180 days after the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers)declared effective, subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or ii) such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, a Subsequent Shelf Registration Statement covering or (iii) the date upon which all of Registrable Securities have been otherwise sold (the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers (except any Initial Purchaser with respect to an unsold allotment of Notes) to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company Issuers may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company Issuers determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Company Issuers, would be detrimental to the Company where Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers shall shall, as promptly as reasonably practicable after delivery of the Shelf Notice, file with the Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "Initial Shelf Registration"). The If the Issuers shall not have yet filed the Exchange 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 the 45th Filing Date and shall use their reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall file with the Commission the Initial Shelf Registration within 60 days of the delivery of the Shelf Notice and shall use their reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act on or prior to the 60th day after such filing of the Initial Shelf Filing Event occursRegistration Statement. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners designated by them the Holders of a majority in aggregate principal amount of the Registrable Notes included in such Registration Statement (including, without limitation, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration. Each of the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially its reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which is two years 24 months from the date it becomes effective Issue Date (or one year or, if Rule 144(k) under the Initial Shelf Registration Statement Securities Act is filed at the request of the Initial Purchasers)amended to permit unlimited resales by non-affiliates within a lesser period, such lesser period) (subject to extension pursuant to the penultimate last paragraph of Section 5 hereof 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 (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 become declared effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a 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 Company where such post-effective amendment is not yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers shall file with As soon as practicable following the Commission a Registration Statement for an offering to be made on a continuous basis Closing of the purchase of the Common Units pursuant to the terms of the Purchase Agreement, but in any event within 120 days of the Closing, PAA shall prepare and file a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 of the Securities Act (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 the 45th day 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, in one or more underwritten offerings). The Company PAA 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 (x) use their its commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under as soon as practicable but no later than 240 days after the Securities Act date of the Closing (the “Shelf Registration”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall be on or prior such appropriate registration form of the Commission as shall be selected by PAA; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify PAA in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the 90th day after success of the Underwritten Offering of such Shelf Filing Event occurs (but in no event Registrable Securities, PAA shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their its commercially reasonable efforts to keep include such information in the Initial prospectus. PAA will cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or such shorter period ending when (i) until all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold distributed in the manner set forth and as contemplated in the Initial Shelf Registration Statement or there are no longer any Registrable Securities outstanding (ii) a Subsequent the “Effectiveness Period”). The Shelf Registration Statement covering when declared effective (including the documents incorporated therein by reference) will comply as to form with 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 become effective under the Securities Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein the Exchange Act and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice to the Holders solely as a result of the filing will not contain an untrue statement of a post-effective amendment material fact or omit to the Initial Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs state a material fact required to be declared effective stated therein or necessary to permit holders to use make the related Prospectusstatements therein not misleading.

Shelf Registration. The Issuers Issuer shall promptly file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration StatementRegistration”) covering all of the Registrable Notes). The Issuers Issuer shall use its reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Notes Securities for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company Issuer shall not permit any securities other than the Registrable Notes Securities and the Guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers Issuer shall include in the Prospectus included in the Shelf Registration Statement (xor if permitted by SEC Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to SEC Rule 430B(f)) that is delivered to any Holder pursuant to Sections 5(f) and 5(g), the names of the Holders, who propose to sell Exchange Securities pursuant to the Shelf Registration Statement, as selling securityholders. The Issuer shall use their commercially its respective reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) Effectiveness Date and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for until the period ending on earliest of (i) the date which that is two years from the date it becomes effective Issue Date or (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), or ii) such shorter period ending when (i) all Registrable Notes Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) or, if applicable, 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 become effective under the Securities Act“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) herein. Notwithstanding anything to the Company contrary in this Agreement, at any time, the Issuer may suspend delay the effectiveness filing of the any Initial Shelf Registration Statement by written notice to or delay or suspend the Holders solely as effectiveness thereof, for a result reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of a post-effective amendment to the any such Initial Shelf Registration Statement to incorporate annual audited financial or the continuing effectiveness thereof would require the disclosure of non-public material information with respect that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Company where Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such post-effective amendment action is not yet effective and needs to be declared effective to permit holders to use the related Prospectusrequired by applicable law.

Shelf Registration. The Issuers shall as promptly as practicable file with the Commission SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable NotesNotes (the "INITIAL SHELF REGISTRATION"). The Issuers shall use their reasonable best efforts to file with the Commission SEC the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf applicable Filing Event occursDate. The Initial Shelf Registration Statement shall be on Form S-3 S-1 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, in one or more underwritten offerings). The Company Issuers shall not permit any securities other than the Registrable Notes and the Guarantees to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers shall (x) use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to become be declared effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior Effectiveness Date and, subject to 180 days following the Issue Date) and (y) use their commercially reasonable efforts Section 3(d), to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on until the date which that is two years from the date it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchasers), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period”), Issue Date 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 (ii) or, if applicable, a Subsequent Shelf Registration Statement covering all (as may be extended pursuant to the last paragraph of Section 5 hereof, the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act"EFFECTIVENESS PERIOD"); providedPROVIDED, howeverHOWEVER, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Company may suspend the effectiveness of the Initial Shelf Registration Statement by written notice shall be subject to reduction to the Holders solely as a result extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the filing of a post-effective amendment to the Initial Shelf Registration Statement to incorporate annual 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 Prospectustwo year holding period set forth therein.

Shelf Registration. The Issuers (a) If the Registrants are required to deliver a Shelf Notice as contemplated by Section 2(b), then the Registrants shall prepare and file with the Commission as soon as practicable but not later than the Target Filing Date, a "shelf" Registration Statement on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 (under the “Initial Shelf Registration Statement”) Securities Act covering all of the Registrable Notes. The Issuers Securities (the "Shelf Registration"); provided that if the Registrants have not yet filed a Registration Statement for an Exchange Offer, the Registrants shall file with the Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or before the Target Filing Date unless the Shelf Notice is delivered within the 15 day period prior to the 45th day after such Shelf Target 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 limitationDate, in one or more underwritten offerings). The Company which case the Registrants 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 (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to become effective under the Securities Act on or prior to the 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 have 15 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act for the period ending on the date which is two years from the date it becomes effective (or one year if of delivery to file the Initial Shelf Registration. The Registrants will use their best efforts to have the Shelf Registration Statement is filed at declared effective on or before the request of the Initial Purchasers), subject Target Effective Date and to extension pursuant to the penultimate paragraph of Section 5 hereof keep such Shelf Registration continuously effective for a period (the “Effectiveness "Target Effective Period”)") of at least 24 months following the Target Effective Date or the date on which such Shelf Registration is declared effective, if later (or such shorter period ending which will terminate when (i) all Registrable Notes Securities covered by the Initial such Shelf Registration Statement have been sold in or withdrawn, but not prior to the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all expiration of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been become effective under the Securities Act; provided, however, that (iapplicable period referred to in Section 4(3) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and Rule 174 thereunder, if applicable). The Registrants further agree, if necessary, to supplement or amend the Shelf Registration, as otherwise provided herein and (ii) required by the Company may suspend registration form used by the effectiveness of the Initial Registrants for such Shelf Registration Statement or by written notice the instructions applicable to such registration form or by the Holders solely Securities Act or as a reasonably requested (which request shall result of in the filing of a post-effective amendment supplement or amendment) by any Holder of Registrable Securities to which such Shelf Registration relates, and the Registrants agree to furnish to the Initial Shelf Registration Statement Holders, Holder's Counsel and any managing underwriter copies of any such supplement or amendment prior to incorporate annual audited financial information its being used and/or filed 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 ProspectusCommission.