Common use of Effective Registration Statement Clause in Contracts

Effective Registration Statement. An Initial or Subsequent Registration Statement shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SEC.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing with its obligations under the last paragraph of Section 3 and to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use notification requirements of an effective registration statementSection 3(k) as a result thereof has not exceeded twenty (20) trading days in the aggregatehereof, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECif applicable.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Securities pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company may, by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is a party or expects to be a party ifbeing used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential Exchange Offer Registration Statement) and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of the related Prospectus for up to two periods of up to 45 consecutive days each (except for the consecutive 45-day period immediately prior to final maturity of the Securities), but no more than an effective registration statement) as a result thereof has not exceeded twenty (20) trading aggregate of 90 days during any 365-day period, upon the happening of any event or the discovery of any fact referred to in the aggregateSection 3(e)(vi), and provided further that but subject to compliance by the Company shall not be permitted to avoid filing a registration statement (or to suspend with its obligations under the use last paragraph of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent Registration Statement A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected, other than a Demand Registration (including for an Excusable Reason, as hereinafter defined, (ipurposes of Section 2.1(i)) unless a registration statement with respect thereto has become effectiveeffective and has been kept continuously effective for a period of at least one hundred eighty (180) days (or such shorter period which shall terminate when all the Registrable Securities covered by such registration statement have been sold pursuant thereto) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of Counsel to the Participating Holders or counsel to the underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. Should a Demand Registration not become effective due to the failure of a Participating Holder to perform its obligations under this Agreement, or in the event the Majority Participating Holders withdraw the request for the Demand Registration as provided for in Section 2.1(h) (in each of the foregoing cases, provided that a registration which does not become effective after at such time the Company filed a registration statement is in compliance in all material respects with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by its obligations under this Agreement), then such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) Demand Registration shall be deemed to have been effected by (including for purposes of Section 2.1(i)); provided that, if (i) the CompanyDemand Registration is withdrawn or does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Exercise Notice, (ii) if, after it the Demand Registration has become effective, such registration statement becomes subject to is interfered with by any stop order, injunction injunction, or other order or extraordinary requirement of the SEC or other governmental agency or court court, (iii) the Demand Registration is withdrawn at the request of the Majority Participating Holders due to the advice of the managing underwriter(s) that the Registrable Securities covered by the registration statement could not be sold in such offering within a price range acceptable to the Majority Participating Holders, (iv) the Demand Registration is withdrawn for any reason and such stop order at any time during a Postponement Period or other action continues in effect for five trading within ten (10) days thereafter, or (iiiv) if, after it has become effective, the Participating Holders reimburse the Company for any and all Registration Expenses incurred by the Company in connection with such registration ceases to be effective request for a Demand Registration that was withdrawn for reasons other than for an Excusable Reason. An “Excusable Reason” means any of those enumerated in clauses (i) through (iv) of this Section 2.1(e), then the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company Demand Registration shall not be permitted deemed to avoid filing have been effected and will not count as a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECDemand Registration.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 90 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 90-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company takes any action or fails to take action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the case of the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company may, by notice as described in Section 3(e) hereof, suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is a party or expects to be a party ifbeing used in connection with the resale of Exchange Securities by Participating Broker Dealers as contemplated by Section 3(f), in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential Exchange Offer Registration Statement) and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of the related Prospectus for up to 45 days during any 90-day period but no more than an effective registration statement) as a result thereof has not exceeded twenty (20) trading aggregate of 120 days during any 365-day period, upon the happening of any event or the discovery of any fact or the taking of any action referred to in the aggregateSection 3(e)(vi), and provided further that but subject to compliance by the Company shall not be permitted to avoid filing a registration statement (or to suspend with its obligations under the use last paragraph of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided that if, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction injunction, or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, (A) upon the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent Registration Statement shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the The Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed not to have been effected used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Notes (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Notes) covered thereby not being able to exchange or offer and sell such Registrable Notes during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company, Company in good faith and for valid business reasons (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement but not including avoidance of the SEC Company’s obligations hereunder), including, but not limited to, the acquisition or other governmental agency divestiture of assets or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either corporate transaction or event, or if the announcement Company determines in good faith that effecting or maintaining the availability of the execution registration would materially and adversely affect an offering of securities of the agreement Company or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company, in each case so long as the Company provided promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Notes or Exchange Notes. (ii) During any 365-day period, the Company may, by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Notes by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to two periods of up to 60 consecutive days each (except for the consecutive 60-day period immediately prior to final maturity of the Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is continuing in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case subject to treat such negotiations as confidential and provided further that the period during which compliance by the Company is precluded from filing with its obligations under the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An A Initial or Subsequent Registration Statement shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective for more than twenty (20) days other than for an Excusable Reason, including any failure of the Company to keep the registration statement current. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice one time in any onetwelve-year month period. An Excusable Reason shall also include acts of God and closure of the SEC.

Effective Registration Statement. An Initial or Subsequent Registration Statement A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, : (i) unless a registration statement Registration Statement with respect thereto has become effective, provided that a registration which does not become effective after and remained effective in compliance with the Company filed a registration statement provisions of the Securities Act with respect thereto solely by reason to the disposition of the refusal to proceed of any holder of all Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed covered by such counsel and provided to the Company relating to a disclosure matter unrelated to Registration Statement until such holder) shall be deemed to time as all of such Registrable Securities have been effected disposed of in accordance with the intended methods of disposition by the Company, Holders thereof set forth in such Registration Statement; (ii) if, after it has become effective, such registration statement becomes subject to is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court and has not thereafter become effective, or if the offering of Registrable Securities is not consummated for any reason and such stop order reason, including if the underwriters of an underwritten public offering advise the Participating Holders that the Registrable Securities cannot be sold at a net price per share equal to or other action continues above the net price disclosed in effect for five trading days or the preliminary prospectus; (iii) ifif the conditions to closing specified in the underwriting agreement, after it has become effectiveif any, entered into in connection with such registration ceases are not satisfied or waived; or (iv) if the number of Registrable Securities covered by the Registration Statement is reduced to be effective other fewer than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement 50% of the execution number of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, Registrable Securities set forth in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) Demand Request as a result thereof has not exceeded twenty (20) trading days of the operation of Section 2.1(d). Following the date on which a Registration Statement is declared effective by the SEC pursuant to a Demand Request made in the aggregateaccordance with this Section 2.1, and provided further that the Company shall not take any affirmative action to withdraw or suspend or terminate the effectiveness of such Registration Statement until such time as all of the Registrable Securities covered by such Registration Statement have been disposed of; provided, however, that nothing in this Section 2.1 shall be permitted construed as an affirmative obligation on the part of the Company to avoid filing a registration statement maintain the effectiveness of any Registration Statement (or to suspend the use of an effective registration statementincluding, but not limited to, any Registration Statement on Form S-3) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts period of God and closure of time following the date on which such Registration Statement is first declared effective by the SEC.

Effective Registration Statement. An Initial or Subsequent Registration Statement A registration requested pursuant to this Section 1.1 shall not be deemed to have been effected, other than a Demand Registration (including for an Excusable Reason, as hereinafter defined, (ipurposes of Section 1.1(a)) unless a registration statement with respect thereto has become effectiveeffective and has been kept continuously effective for a period of at least 180 days (or such shorter period which shall terminate when all the Registrable Securities covered by such registration statement have been sold pursuant thereto) or, provided that if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriter or underwriters a registration which does prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. Should a Demand Registration not become effective after due to the Company filed failure of a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities participating in such offering of Registrable Securities (other than a refusal “Participating Holder”) to proceed based upon the advice of counsel perform its obligations under this Agreement, or in the form event the Initiating Stockholder withdraws or does not pursue its request for the Demand Registration as provided for in Section 1.6 below (in each of a letter signed by the foregoing cases, provided that at such counsel and provided to time the Company relating to a disclosure matter unrelated to is in compliance in all material respects with its obligations under this Agreement), then, such holder) Demand Registration shall be deemed to have been effected by (including for purposes of Section 1.1(a)); provided, that, if (i) the CompanyDemand Registration does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Request Notice, (ii) if, after it the Demand Registration has become effective, such registration statement becomes subject to is interfered with by any stop order, injunction injunction, or other order or extraordinary requirement of the SEC Commission or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or court, (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either Demand Registration is withdrawn at the announcement request of the execution Initiating Stockholder due to the advice of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided managing underwriter(s) that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing Registrable Securities covered by the registration statement could not be sold in such offering within a price range acceptable to the Initiating Stockholder, or (or suspended iv) the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that Initiating Stockholder reimburses the Company for any and all Registration Expenses incurred by the Company in connection with such request for a Demand Registration that was withdrawn or not pursued, then the Demand Registration shall not be permitted deemed to avoid filing have been effected and will not count as a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECDemand Registration.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this Section 2(d)(i) shall prevent the accrual of Additional Interest (as defined below) on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing with its obligations under the last paragraph of Section 3 and to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use notification requirements of an effective registration statementSection 3(k) as a result thereof has not exceeded twenty (20) trading days in the aggregatehereof, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECif applicable.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company takes any action or fails to take action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the case of the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365 day period, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company may, by notice as described in Section 3(e) hereof, suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is a party or expects to be a party ifbeing used in connection with the resale of Exchange Securities by Participating Broker Dealers as contemplated by Section 3(f), in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential Exchange Offer Registration Statement) and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of the related Prospectus for up to 45 consecutive days each, but no more than an effective registration statement) as a result thereof has not exceeded twenty (20) trading aggregate of 90 days during any 365 day period, upon the happening of any event or the discovery of any fact or the taking of any action referred to in the aggregateSection 3(e)(vi), and provided further that but subject to compliance by the Company shall not be permitted to avoid filing a registration statement (or to suspend with its obligations under the use last paragraph of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent The Company shall use its reasonable best efforts to keep the Registration Statement shall not be deemed effective pursuant to have been effectedRule 415 promulgated under the Securities Act, other than and to keep the Registration Statement and the Prospectus current and available for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after issuances and sales of Securities by the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected Investor, and for the resale of Securities by the CompanyInvestor, (ii) ifat all times during the term of this Agreement and, after it has become effective, such registration statement becomes subject to the extent the Investor owns any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or Securities upon the termination of this Agreement, until the negotiations with respect to such proposed agreement and other similar material corporate events to which 180th day next following the Company is a party or expects to be a party if, in termination of this Agreement (the reasonable judgment “Registration Period”). Without limiting the generality of the Companyforegoing, disclosure of during the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregateRegistration Period, and provided further that the Company shall prepare and, subject to Section 5.8 above, file with the Commission, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be necessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of Securities by the Company to the Investor, and for the resale of Securities by the Investor, at all times during the Registration Period. Without limiting the generality of the foregoing, if, immediately prior to the third (3rd) anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), any of the Securities that have been or may be issued pursuant to this Agreement have not be permitted been issued by the Company or resold by the Investor and the Registration Period has not expired, the Company will, prior to avoid filing the Renewal Date, file a new Registration Statement relating to the Securities, in a form satisfactory to the Investor and its counsel, and, if such Registration Statement is not an automatic shelf registration statement (on Form S-3ASR, will use its reasonable best efforts to cause such Registration Statement to be declared effective within 180 days after the Renewal Date. The Company will take all other reasonable actions necessary or appropriate to suspend permit the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God public offer and closure sale of the SECSecurities (and the resale thereof by the Investor) to continue as contemplated in the expired Registration Statement relating to the Securities. From and after the effective date thereof, references herein to the “Registration Statement” shall include such new Registration Statement.

Effective Registration Statement. An Initial or Subsequent Registration Statement shall A registration pursuant to Section 1 above will not be deemed to have been effectedeffected unless the registration statement relating thereto has become effective under the Securities Act. The Company may, other than for an Excusable Reasonat any time, as hereinafter definedin the case of any registration statement filed in accordance with Section 1, delay the filing of such registration statement or, only in the case of any registration statement filed in accordance with Section 1, suspend the effectiveness of such registration statement or (without suspending such effectiveness) instruct the Holders not to sell Warrant Shares included in any such registration statement, but only if the Company shall have determined in good faith that the Company would be required (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after to disclose any actions taken or proposed to be taken by the Company filed a registration statement with respect thereto solely by reason in good faith and for valid business reasons, including without limitation, the acquisition or divestiture of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the Companyassets, or (ii) ifto comply with initial or continuing disclosure obligations that (x) would have a material adverse effect on the Company or upon such actions or (y) the Board determines would not be in the best interests Company's shareholders (a "Suspension Period"), after it has become effectiveby providing the Holders with written notice of such Suspension Period; provided, however, the Suspension Periods and any Supplemental Period (defined below) (i) shall not be declared hereunder unless the Company similarly suspends the effectiveness of other registration statements covering, or (without suspending such effectiveness) similarly instructs the holders not to sell the shares included in other registration statement becomes subject to any stop orderstatements covering, injunction or all other order or extraordinary requirement Capital Stock that is of the SEC or other governmental agency or court same class of stock as the Warrant Shares and (ii) shall not exceed one hundred eighty (180) days in the aggregate for any reason twelve (12) month period, or ninety (90) days for any one such period. The Company shall use its best efforts to provide such notice as soon as practicable and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement any event prior to either the announcement commencement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party ifSuspension Period. In addition, in the reasonable judgment case of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective any registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted required to avoid filing a keep such registration statement effective or may (without suspending such effectiveness) instruct the Holders not to sell Warrant Shares during any period in which the Company is instructed, directed, ordered, or otherwise requested by any governmental agency or self-regulatory organization to stop or suspend such trading or sales ("Supplemental Period"). In the use event of an a Suspension Period or Supplemental Period, the period during which such registration statement is to remain effective registration statement) for an Excusable Reason more than twice in pursuant to Section 1 shall be tolled until the end of any one-year period. An Excusable Reason shall also include acts of God and closure of the SECsuch Suspension Period or Supplemental Period.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Debentures covered thereby not being able to exchange or offer and sell such Registrable Debentures during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the requirements of Section 3(k) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Debentures pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference, until the offering of Registrable Debentures pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may suspend the availability of a Shelf Registration Statement and the use of the related Prospectus, such registration ceases as provided in Section 3(e)(vi) and the last paragraph of Section 3 hereof, for up to be effective other than four periods of up to 45 consecutive days (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 45-day period immediately prior to either the announcement maturity of the execution Debentures), but no more than an aggregate 90 days during any 365-day period, if any event shall occur (A) as set forth in Section 2(d)(i) or (B) as a result of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to it shall be a party ifnecessary, in the reasonable judgment good faith determination of the board of directors of the Company, disclosure to amend the Shelf Registration Statement or amend or supplement any prospectus or prospectus supplement thereunder in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during circumstances under which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECthey were made.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e) hereof, suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f) hereof, the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v) hereof, or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f)hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 90 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 90-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. 123158908v7 (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent The Company shall use its reasonable best efforts to keep the Registration Statement shall not be deemed effective pursuant to have been effectedRule 415 promulgated under the Securities Act, other than and to keep the Registration Statement and the Prospectus current and available for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after issuances and sales of Securities by the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected Investor, and for the resale of Securities by the CompanyInvestor, (ii) ifat all times during the term of this Agreement and, after it has become effective, such registration statement becomes subject to the extent the Investor owns any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or Securities upon the termination of this Agreement, until the negotiations with respect to such proposed agreement and other similar material corporate events to which 180th day next following the Company is a party or expects to be a party if, in termination of this Agreement (the reasonable judgment “Registration Period”). Without limiting the generality of the Companyforegoing, disclosure of during the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregateRegistration Period, and provided further that the Company shall not prepare and, subject to Section 5.8 above, file with the Commission, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be permitted necessary to avoid filing a registration statement (or keep the Registration Statement effective pursuant to suspend Rule 415 promulgated under the use Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of an effective registration statement) Securities by the Company to the Investor, and for an Excusable Reason more than twice in any one-year periodthe resale of Securities by the Investor, at all times during the Registration Period. An Excusable Reason shall also include acts of God and closure Without limiting the generality of the SECforegoing, if, immediately prior to the third (3rd) anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), any of the Securities that have been or may be issued pursuant to this Agreement have not been issued by the Company or resold by the Investor and the Registration Period has not expired, the Company will, prior to the Renewal Date, file a new Registration Statement on Form S-3 relating to the Securities, in a form satisfactory to the Investor and its counsel, and will use its reasonable best efforts to cause such Registration Statement to be declared effective within 180 days after the Renewal Date. The Company will take all other reasonable actions necessary or appropriate to permit the public offer and sale of the Securities (and the resale thereof by the Investor) to continue as contemplated in the expired Registration Statement relating to the Securities. From and after the effective date thereof, references herein to the “Registration Statement” shall include such new Registration Statement.

Effective Registration Statement. An Initial or Subsequent Registration Statement A registration requested pursuant to Sections 2.2 and Section 2.3 shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, effected (i) unless a registration statement with respect thereto has become effectiveeffective within the time period specified herein, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder Holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holderHolder) shall be deemed to have been effected by the CompanyCompany unless the Holders of the Registrable Securities shall have elected to pay all Registration Expenses in connection with such registration, (ii) if, with respect to the Shelf Registration, after it the Registration Statement has become effective, effective at any time until the Effectiveness Termination Date (A) such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and or (B) such stop order registration ceases to be effective for more than the allowable Company Black-Out Periods (as defined herein) or other action continues in effect for five trading days Holder Black-Out Periods (as defined herein) or (iii) if, with respect to the Demand Registration, after it the registration statement has become effectiveeffective at any time until the Demand Effectiveness Termination Date (A) such registration becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason or (B) such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any onethe allowable Company Black-year periodOut Periods or Holder Black- REGISTRATION RIGHTS AGREEMENT BETWEEN WORLD HEALTH ALTERNATIVES, INC. An Excusable Reason shall also include acts of God and closure of the SECAND CERTAIN INVESTORS PAGE 3 OF 18 Out Periods.

Effective Registration Statement. An Initial or Subsequent (a) The Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement shall not be deemed and to have been effected, other than keep the Registration Statement and Prospectus current and available for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after issuances and sales of Securities by the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected Investor and for the resale of Securities by the CompanyInvestor at all times during the term of this Agreement and, (ii) if, after it has become effective, such registration statement becomes subject to the extent the Investor owns any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or Securities upon the termination of this Agreement, until the negotiations 180th day next following the termination of this Agreement (the “Registration Period”). Without limiting the generality of the foregoing, during the Registration Period, the Company shall prepare and file with respect the Commission, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such proposed agreement Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be necessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of Securities by the Company to the Investor, and for the resale of Securities by the Investor, at all times during the Registration Period. (b) The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company or the Investor with the Commission or retained by the Company or the Investor under Rule 433 under the Securities Act. The Investor has not made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Securities that would constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such Issuer Free Writing Prospectus or other similar material corporate events Free Writing Prospectus consented to which by the Investor or the Company is a party or expects referred to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) this Agreement as a result thereof “Permitted Free Writing Prospectus.” The Company agrees that (x) it has not exceeded twenty treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (20y) trading days it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the aggregateCommission, legending and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECrecord keeping.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its best efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company takes any action or fails to take any action or fails to take any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during or omitted that period unless (A) such action is required by applicable law or (B) such action is taken or omitted by the Company in good faith and for valid business reasons (which does not include avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event, so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Securities, Private Exchange Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Securities pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effectivecourt, such registration ceases Registration Statement shall be deemed not to be have been effective other than for an Excusable Reason. An “Excusable Reason” means during the occurrence period of negotiations with respect to a material agreement prior to either such interference until the announcement offering of the execution of the agreement or the termination of the negotiations with respect Registrable Securities pursuant to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECRegistration Statement may legally resume.

Effective Registration Statement. An Initial or Subsequent (i) The Company and the Guarantor shall be deemed not to have used their respective reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company or the Guarantor voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Senior Notes or Registrable Senior Debentures covered thereby not being able to exchange or offer and sell such Registrable Senior Notes or Registrable Senior Debentures during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company or the Guarantor in good faith and for valid business reasons (but not including avoidance of the Company's or the Guarantor's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company and the Guarantor promptly comply with the requirements of Section 3(k) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Senior Notes and Registrable Senior Debentures pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason court, such Registration Statement shall be deemed not to have been effective during the period of such interference, until the offering of Registrable Senior Notes and Registrable Senior Debentures pursuant to such stop order or other action continues in effect for five trading days or Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company and the Guarantor may suspend the availability of a Shelf Registration Statement and the use of the related Prospectus, such registration ceases as provided in Section 3(e)(vi) and the last paragraph of Section 3 hereof, for up to be effective other than four periods of up to 45 consecutive days (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 45-day period immediately prior to either the announcement maturity of the execution Senior Notes and Senior Debentures), but no more than an aggregate 90 days during any 365-day period, if any event shall occur (A) as set forth in Section 2(d)(i) or (B) as a result of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to it shall be a party ifnecessary, in the reasonable judgment good faith determination of the Company, disclosure board of the negotiations or other event would be adverse to the best interests directors of the Company or the Guarantor, to amend the Shelf Registration Statement or amend or supplement any prospectus or prospectus supplement thereunder in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, provided that the Company is continuing to treat such negotiations as confidential and provided further that the any period during which the Company is precluded requires Holders to refrain from filing disposing of their Registrable Securities due to a Material Event Election (an "Election Period") shall be deemed to trigger the registration statement (or suspended obligation of the use of an effective registration statementCompany to pay Additional Interest in accordance with Section 2(e) as a result thereof to the extent that such Election Period, together with all other days that the Shelf Registration Statement has not exceeded twenty (20) trading become unusable in any consecutive twelve-month period, exceeds 90 days in the aggregate, and . The Two-Year Period provided further that the Company for in Section 2(b)(B) above shall not be permitted extended by an amount of time equal to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECall such Election Periods.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company. Nothing in this Section 2(c)(i) shall prevent the accrual of Additional Interest (as defined below) on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effectivecourt, such registration ceases Registration Statement shall be deemed not to be have been effective other than for an Excusable Reason. An “Excusable Reason” means during the occurrence period of negotiations with respect to a material agreement prior to either such interference until the announcement offering of the execution of the agreement or the termination of the negotiations with respect Registrable Securities pursuant to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECRegistration Statement may legally resume.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the Securities Act; provided, other than for an Excusable Reasonthat if, as hereinafter defined, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction injunction, or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, (A) upon the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided that if, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction injunction, or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 90 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 90-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 180 days during any 365-day period, (A) upon the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective unless it has been declared effective by the SEC or becomes effective upon filing with the SEC; provided, however, that if, after such Registration Statement has been declared effective or becomes effective upon filing with the Company filed a registration statement with respect thereto solely by reason of SEC, the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent Exchange Offer Registration Statement shall pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, the offering of Registrable Bonds pursuant to such registration statement becomes subject to Exchange Offer Registration Statement or Shelf Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court court, such Exchange Offer Registration Statement or Shelf Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Bonds pursuant to such Registration Statement may legally resume. The Company will be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if it voluntarily takes any action that would result in any such Registration Statement not being declared effective or that would result in the otherwise eligible Holders of Registrable Bonds covered thereby not being able to exchange or offer and sell such Registrable Bonds during that period, unless such action is required by applicable law or regulation or otherwise permitted by provisions of this Agreement. Additional Interest. In the event that: the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 210th calendar day after the Closing Date, then, commencing on the 211th calendar day after the Closing Date, additional interest (the "Additional Interest") shall accrue on the principal amount of the Bonds over and above the otherwise applicable interest rate at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days; the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 270th calendar day after the Closing Date, then, commencing on the 271st calendar day after the Closing Date, Additional Interest shall accrue on the principal amount of the Bonds over and above the otherwise applicable interest rate at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any reason period in which such event has continued for more than 90 calendar days; (A) the Company has not exchanged Exchange Bonds for all Bonds validly tendered, in accordance with the terms of the Exchange Offer, on or prior to the 315th calendar day after the Closing Date or (B) if the Shelf Registration Statement is required to be filed pursuant to Section 2(b) of this Agreement but is not declared effective by the SEC on or prior to the 315th calendar day after the Closing Date, then, commencing on the 316th calendar day after the Closing Date, Additional Interest shall accrue on the principal amount of the Bonds over and above the otherwise applicable interest rate at the rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days; the Exchange Offer Registration Statement has been declared effective and such stop order Exchange Offer Registration Statement ceases to be continuously effective or other action continues the Prospectus contained in effect such Exchange Offer Registration Statement ceases to be usable for five trading days its intended purpose (A) at any time prior to the expiration of the Applicable Period or (iiiB) ifif related to corporate developments, public filings with the SEC or similar events or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Additional Interest shall accrue on the principal amount of the Bonds over and above the otherwise applicable interest rate at a rate of 0.25% per annum commencing on the day that (in the case of (A) above), or the 46th (cumulative) day after it has become effective(in the case of (B) above), such registration Exchange Offer Registration Statement ceases to be effective other or the Prospectus ceases to be usable for its intended purposes, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days; or the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or the Prospectus contained in such Shelf Registration Statement ceases to be usable for resales (A) at any time prior to the expiration of the Effectiveness Period or (B) if related to corporate developments, public filings with the SEC or similar events or because the Prospectus contains an Excusable Reasonuntrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Additional Interest shall accrue on the principal amount of the Bonds over and above the otherwise applicable interest rate at a rate of 0.25% per annum commencing on the day that (in the case of (A) above), or the 46th (cumulative) day after (in the case of (B) above), such Shelf Registration Statement ceases to be effective or the Prospectus ceases to be usable for resales, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days; provided, however, that the aggregate amount of Additional Interest in respect of the Bonds may not exceed 0.50% per annum (regardless of whether multiple events triggering Additional Interest under this subsection (e) exist); provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (in the case of clause (ii) above), (3) upon the exchange of Exchange Bonds for all Bonds validly tendered (in the case of clause (iii)(A) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (iii)(B) above), (4) upon the earlier of (x) such time as the Exchange Offer Registration Statement which had ceased to remain effective or the Prospectus which had ceased to be usable for its intended purpose again becomes effective and usable for its intended purpose, as applicable, and (y) the expiration of the Applicable Period (each in the case of clause (iv) above), and (5) upon the earlier of (x) such time as the Shelf Registration Statement which had ceased to remain effective or the Prospectus which had ceased to be usable for resales again becomes effective and usable for resales, as applicable, and (y) the expiration of the Effectiveness Period (each in the case of clause (v) above), Additional Interest on the principal amount of the Bonds as a result of such clause (or the relevant subclause thereof) shall cease to accrue; provided, further, however, that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 270th calendar day after the Closing Date and the Company shall request Holders to provide the information required by the SEC for inclusion in the Shelf Registration Statement, the Bonds owned by Holders who do not provide such information when required pursuant to Section 2(b) of this Agreement will not be entitled to any Additional Interest for any day after the 270th calendar day after the Closing Date, regardless of the existence of any events which would otherwise trigger a Additional Interest under this subsection (e) for such Holders. An “Excusable Reason” means Any Additional Interest due pursuant to Section 2(e)(i), (ii), (iii), (iv) or (v) above will be payable in cash on the occurrence next succeeding February 1 or August 1, as the case may be, to eligible Holders (as determined under this subsection (e)) on the relevant record dates for the payment of negotiations interest pursuant to the Indenture. Specific Enforcement. Without limiting the remedies available to the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof. Registration Procedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Sections 2(a) and 2(b) hereof, the Company shall: prepare and file with the SEC a Registration Statement or Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within the relevant time period specified in Section 2 hereof on the appropriate form under the Securities Act, which form shall (i) be selected by the Company, (ii) in the case of a Shelf Registration, be available for the sale of the Registrable Bonds by the selling Holders thereof and, in the case of an Exchange Offer, be available for the exchange of Registrable Bonds, and (iii) comply as to form in all material agreement respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective (and, in the case of a Shelf Registration Statement, the Prospectus to be usable for resales) in accordance with Section 2 hereof; provided, however, that if (1) such filing is pursuant to Section 2(b) of this Agreement, or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) of this Agreement is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Bonds, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and afford the Holders of the Registrable Bonds and each such Participating Broker-Dealer, as the case may be, covered by such Registration Statement, their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed; and the Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto in respect of which the Holders must be afforded an opportunity to review prior to either the announcement filing of such document if the Majority Holders of the execution Registrable Bonds, depending solely upon which Holders must be afforded the opportunity of such review, or such Participating Broker-Dealer, as the case may be, their counsel or the managing underwriters, if any, shall reasonably object in a timely manner; prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the Effectiveness Period or the Applicable Period, as the case may be, and cause each Prospectus to be supplemented, if so determined by the Company or requested by the SEC, by any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the Securities Act, and comply with the provisions of the agreement or Securities Act, the termination of Exchange Act and the negotiations rules and regulations promulgated thereunder applicable to it with respect to such proposed agreement and other similar material corporate events to which the Company is a party disposition of all Bonds covered by each Registration Statement during the Effectiveness Period or expects to be a party ifthe Applicable Period, as the case may be, in accordance with the intended method or methods of distribution by the selling Holders thereof described in this Agreement (including sales by any Participating Broker-Dealer); in the case of an Exchange Offer Registration Statement, if in the reasonable judgment opinion of counsel to the CompanyCompany there is a question as to whether the Exchange Offer is permitted by applicable law, disclosure of the negotiations seek a no-action letter or other event would be adverse favorable decision from the SEC allowing the Company to consummate an Exchange Offer for such Bonds. The Company hereby agrees to pursue the issuance of such a decision to the best interests SEC staff level but shall not be required to take commercially unreasonable action to effect a change of SEC policy. The Company hereby agrees, however, to (i) participate in telephonic conferences with the SEC, (ii) deliver to the SEC staff an analysis prepared by counsel to the Company provided setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (iii) diligently pursue a resolution (which need not be favorable) by the SEC staff of such submission; in the case of an Exchange Offer Registration Statement, prior to the effectiveness of such statement, provide a supplemental letter to the SEC (i) stating that the Company is continuing registering the Exchange Offer in reliance on the position of the SEC enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (available June 5, 1991), ▇▇▇▇▇ & Wood LLP (available February 7, 1997) and, if applicable, any no-action letter obtained pursuant to treat such negotiations as confidential Section 3(c) of this Agreement and provided further (ii) including a representation that the period during which Company has not entered into any arrangement or understanding with any Person to distribute the Company Exchange Bonds to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is precluded from filing acquiring the registration statement Exchange Bonds in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Bonds received in the Exchange Offer; in the case of a Shelf Registration, (i) notify each Holder of Registrable Bonds included in the Shelf Registration Statement, at least five Business Days prior to filing, that a Shelf Registration Statement with respect to the Registrable Bonds is being filed and advising such Holder that the distribution of Registrable Bonds will be made in accordance with the method selected by the Majority Holders of the Registrable Bonds, (ii) furnish to each Holder of Registrable Bonds included in the Shelf Registration Statement and to each underwriter of an underwritten offering of Registrable Bonds, if any, without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or suspended supplement thereto, and such other documents as such Holder or underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Bonds and (iii) consent to the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Bonds included in the aggregateShelf Registration Statement in connection with the offering and sale of the Registrable Bonds covered by the Prospectus or any amendment or supplement thereto; in the case of a Shelf Registration, register or qualify the Registrable Bonds under all applicable state securities or "blue sky" laws of such jurisdictions by the time the applicable Registration Statement is declared effective by the SEC as any Holder of Registrable Bonds covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Bonds shall reasonably request in writing in advance of such date of effectiveness, and provided further do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Bonds owned by such Holder; provided, however, that the Company shall not be permitted required to avoid filing a registration statement (or to suspend the use of an effective registration statementi) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SEC.q

Effective Registration Statement. An Initial A registration required or Subsequent Registration Statement requested pursuant to this Article II shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, nor shall such registration be counted towards the limitations set forth in Section 2.1(b) or Section 2.2(a): (ia) unless a registration statement Registration Statement with respect thereto has become effective, provided that a registration which does not become been declared effective after by the Company filed a registration statement Commission and remains effective in compliance with respect thereto solely by reason the provisions of the refusal to proceed Securities Act and the laws of any holder U.S. state or other jurisdiction applicable to the disposition of Registrable Securities or Primary Shares covered by such Registration Statement for (other x) not less than a refusal 180 days (or such shorter period as will terminate when all of such Registrable Securities or Primary Shares shall have been disposed of in accordance with such Registration Statement) or, if such Registration Statement relates to proceed based upon the advice of counsel an Underwritten Offering, such longer period as, in the form opinion of a letter signed by such external counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by for the Company, a Prospectus is required by law to be delivered in connection with sales of Registrable Securities or Primary Shares by an underwriter or dealer or (iiy) in respect of a Shelf Registration Statement filed pursuant to Section 2.1(a) hereof, for such period as is provided in Section 2.1(e) hereof; (b) if, after it has become becomes effective, such registration statement becomes subject to Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC Commission or other governmental agency authority or court for any reason other than a violation of applicable law solely by any Selling Holder and such stop order or other action continues in effect for five trading days or (iii) if, after it has not thereafter become effective; (c) unless the offering, in the case of an Underwritten Shelf Take-Down, has resulted in the disposition by the Holders of at least 75% of the amount of Registrable Securities requested in good faith for disposition (inclusive of any Registrable Securities reduced from such registration ceases Underwritten Shelf Take-Down pursuant to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence terms of negotiations Section 2.5 or Section 3.2, as applicable); (d) with respect to any request for a material agreement prior Registration Statement or an offering, to either the announcement extent the applicable Holders shall have reimbursed the Company for all reasonable and documented expenses of the execution of the agreement or the termination of the negotiations with respect Company related to such proposed agreement and other similar material corporate events to which the Company is a party Registration Statement or expects to be a party offering; or (e) if, in the reasonable judgment case of an Underwritten Offering, the Company, disclosure of the negotiations or other event would be adverse conditions to closing specified in an underwriting agreement applicable to the best interests Company are not satisfied or waived other than by reason of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (any breach or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in failure by any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSelling Holder.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to in possession of material non-public information the disclosure of which would not be a party if, in the reasonable judgment 7 best interests of the Company, disclosure in each case subject to compliance by the Company with its obligations under the last paragraph of the negotiations or other event would be adverse Section 3 and to the best interests notification requirements of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statementSection 3(k) as a result thereof has not exceeded twenty (20) trading days in the aggregatehereof, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECif applicable.

Effective Registration Statement. An Initial or Subsequent The Company shall use its commercially reasonable efforts to keep the Registration Statement shall not be deemed effective pursuant to have been effectedRule 415 promulgated under the Securities Act, other than and to keep the Registration Statement and the Prospectus current and available for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after issuances and sales of Shares by the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected Investor, and for the resale of Shares by the CompanyInvestor, (ii) ifat all times during the term of this Agreement and, after it has become effective, such registration statement becomes subject to the extent the Investor owns any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or Shares upon the termination of this Agreement, until the negotiations with respect to such proposed agreement and other similar material corporate events to which 90th day next following the Company is a party or expects to be a party if, in termination of this Agreement (the reasonable judgment “Registration Period”). Without limiting the generality of the Companyforegoing, disclosure of during the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregateRegistration Period, and provided further that the Company shall prepare and, subject to Section 5.8 above, file with the Commission, at the Company’s expense, such amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b) under the Securities Act, in each case, as may be necessary to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of Shares by the Company to the Investor, and for the resale of Shares by the Investor, at all times during the Registration Period. Without limiting the generality of the foregoing, if, immediately prior to the third (3rd) anniversary of the initial effective date of the Registration Statement (the “Renewal Date”), any of the Shares that have been or may be issued pursuant to this Agreement have not be permitted been issued by the Company or resold by the Investor and the Registration Period has not expired, the Company will, prior to avoid filing the Renewal Date, file a new Registration Statement relating to the Shares, in a form satisfactory to the Investor and its counsel, and, if such Registration Statement is not an automatic shelf registration statement (on Form S-3ASR, will use its reasonable best efforts to cause such Registration Statement to be declared effective within 180 days after the Renewal Date. The Company will take all other reasonable actions necessary or appropriate to suspend permit the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God public offer and closure sale of the SECShares (and the resale thereof by the Investor) to continue as contemplated in the expired Registration Statement relating to the Shares. From and after the effective date thereof, references herein to the “Registration Statement” shall include such new Registration Statement.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonthat if, as hereinafter defined, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 90 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 90-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Notes (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Notes) covered thereby not being able to exchange or offer and sell such Registrable Notes during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Notes or Exchange Notes. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it such Registration Statement has become been declared effective, such registration statement becomes subject the offering of Registrable Notes pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Notes pursuant to such Registration Statement may legally resume. (iii) ifNotwithstanding Section 2(b), after it has become effectiveduring any 365-day period, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company may, by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is a party or expects to be a party ifbeing used in connection with the resale of Exchange Notes by Participating Broker-Dealers and, in as contemplated by Section 3(f), the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential Exchange Offer Registration Statement) and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) the related Prospectus for an Excusable Reason up to two periods of up to 45 consecutive days each (except for the consecutive 45-day period immediately prior to final maturity of the Notes), but no more than twice an aggregate of 90 days during any 365-day period, upon the happening of any event or the discovery of any fact referred to in any one-year period. An Excusable Reason shall also include acts Section 3(e)(vi), but subject to compliance by the Company with its obligations under the last paragraph of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not becoming effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section ‎3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section ‎(k) hereof, if applicable. Nothing in this Section ‎2(i) shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section ‎(a)(a) hereof or a Shelf Registration Statement pursuant to Section ‎(a)(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and that prevents or limits the offering of Registrable Securities as contemplated herein, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section ‎(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section ‎3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section ‎(vi), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing with its obligations under the last paragraph of Section ‎3 and to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use notification requirements of an effective registration statementSection ‎(k) as a result thereof has not exceeded twenty (20) trading days in the aggregatehereof, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECif applicable.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the Securities Act; provided, other than for an Excusable Reasonthat if, as hereinafter defined, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction injunction, or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, (A) upon the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this Section 2(d)(i) shall prevent the accrual of Additional Interest (as defined below) on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing with its obligations under the last paragraph of Section 3 and to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use notification requirements of an effective registration statementSection 3(k) as a result thereof has not exceeded twenty (20) trading days in the aggregatehereof, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECif applicable.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided that if, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction injunction, or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, (A) upon the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent Exchange Offer Registration Statement shall pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Transfer Restricted Securities pursuant to an Exchange Offer Registration Statement or Shelf Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for court, such Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Transfer Restricted Securities may legally resume. The Issuers will be deemed not to have used their commercially reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if they voluntarily take any reason action that would result in any such Registration Statement not being declared effective or in the Holders of Transfer Restricted Securities covered thereby not being able to exchange or offer and sell such stop order or other Transfer Restricted Securities during that period, unless (i) such action continues in effect for five trading days is required by applicable law or (iiiii) if, after it has become effectivein the case of the Shelf Registration Statement only, such registration ceases to be effective other than action is taken by the Issuers in good faith and for an Excusable Reason. An “Excusable Reason” means valid business reasons (but not including avoidance of the occurrence of negotiations with respect to Issuers' obligations hereunder) including a material agreement prior to either corporate transaction, and the announcement aggregate number of the execution of the agreement days in which such Shelf Registration Statement is not effective or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party ifusable does not exceed 60 days; provided, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing Issuers will be entitled to treat such negotiations as confidential benefit of this clause (ii) only once during the term of this Agreement and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company Liquidated Damages shall not be permitted to avoid filing a registration statement (accrue during such 60-day period by reason of such Shelf Registration Statement not being effective or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECusable.

Effective Registration Statement. An Initial or Subsequent Registration Statement A registration requested pursuant to Section 1.1 of this Agreement shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, effected (i) unless a registration statement Registration Statement with respect thereto has become effective, provided that a registration which does not become been declared effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the CompanyCommission, (ii) if, if after it has become effective, such registration statement becomes subject to is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC Commission or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or reason, and, as a result thereof, all of the Registrable Securities covered thereby have not been sold, (iii) ifif the Registration Statement does not remain effective until 45 days after the commencement of the distribution by the holders of the Registrable Securities included in such Registration Statement, after it has become effective, or (iv) if the conditions to the closing specified in the underwriting agreement entered into in connection with such registration ceases are not satisfied by reason of a failure by, or inability of, the Company to be effective other than for an Excusable Reason. An “Excusable Reason” means satisfy any of such conditions, or the occurrence of negotiations with respect to a material agreement prior to either an event outside the announcement reasonable control of the execution relevant initiating Original Investors, or (v) if a request for withdrawal made by the initiating Original Investors pursuant to this Section 1.3 shall have been caused by, or made in response to, the material adverse effect of any event on the agreement business, properties, condition (financial or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party otherwise), or expects to be a party if, in the reasonable judgment operations of the Company. If a registration requested pursuant to this Article I is deemed not to have been effected as provided in this Section 1.3, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that then the Company shall not continue to be obligated to effect the number of Demand Registrations set forth in Section 1.2 without giving effect to such requested registration. An Investor, other than an Original Investor initiating the Demand Registration, shall be permitted to avoid filing withdraw all or any part of its Registrable Securities from a registration statement Demand Registration at any time prior to the effective date of such Demand Registration. One or more Original Investors initiating the Demand Registration shall be permitted to withdraw all or any part of their Registrable Securities from a Demand Registration at any time prior to the effective date of such Demand Registration; provided that if such withdrawal results in the Minimum Dollar Amount not being satisfied and the offering being abandoned, concurrently with such withdrawal such withdrawing initiating Original Investor (or Original Investors) shall pay or reimburse the Company for such Original Investor's pro rata share (based upon the number of Registrable Securities proposed to suspend be included in such Demand Registration by such Original Investor, or Original Investors, as a percentage of all Registrable Securities proposed to be included in such Demand Registration) of all fees and expenses (including counsel fees and expenses) incurred by it and the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECCompany prior to such withdrawal.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this Section 2(d)(i) shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing with its obligations under the last paragraph of Section 3 and to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use notification requirements of an effective registration statementSection 3(k) as a result thereof has not exceeded twenty (20) trading days in the aggregatehereof, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECif applicable.

Effective Registration Statement. An Initial or Subsequent (i) The Company will be deemed not to have used its best efforts to cause a Registration Statement shall to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or in the Holders of Registrable Notes covered thereby not being able to exchange or offer and sell such Registrable Notes during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company's obligations hereunder), including a material corporate transaction, so long as the Company promptly complies with the requirements of Section 3(k) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Notes pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Notes pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may suspend the availability of a Shelf Registration Statement and the use of the related Prospectus, such registration ceases as provided in Section 3(e)(vi) and the last paragraph of Section 3 hereof, for up to be effective other than two periods of up to 45 consecutive days (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 45-day period immediately prior to either the announcement maturity of the execution Notes), but no more than an aggregate 60 days during any 365-day period, if any event shall occur as a result of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to it shall be a party ifnecessary, in the reasonable judgment good faith determination of the board of directors of the Company, disclosure to amend the Shelf Registration Statement or amend or supplement any prospectus or prospectus supplement thereunder in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during circumstances under which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECthey were made.

Effective Registration Statement. An Initial or Subsequent Registration Statement A registration requested pursuant to Section 3(a) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become been declared effective by the Commission and remains effective (which shall not need to remain effective on a continuous basis if the Company extends the days it maintains the effectiveness of the registration statement by the number of Business Days such registration statement is not effective, provided as allowed hereunder) in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until such time as all of such Registrable Common Stock have been disposed of in accordance with such registration statement or there shall cease to be any Registrable Common Stock covered by such registration statement, provided, that, except with respect to any Shelf Registration, such period need not exceed ninety (90) days (plus a number of Business Days equal to the number of Business Days, if any, that a the registration statement is not kept effective (including any days for which does not become effective the use of the prospectus is suspended pursuant to Section 9(b)) after the Company filed a registration statement initial date of its effectiveness and prior to the expiration of such ninety (90) day period), and, provided, further, that with respect thereto solely by reason of to any Shelf Registration, such period need not extend beyond the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel period provided for in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holderSection 3(f) shall be deemed to have been effected by the Company, hereof, (ii) if, after it has become effective, such registration statement becomes is subject to any stop order, injunction or other order or extraordinary requirement of the SEC Commission or other governmental or regulatory agency or court for any reason other than a violation of applicable law solely by any Selling Holder (excluding Management Holders) and such stop order or other action continues in effect for five trading days or has not thereafter become effective, or (iii) if, after it has become effectivein the case of an underwritten offering, such registration ceases the conditions to be effective other than for closing specified in an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material underwriting agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party are not satisfied or expects waived other than by reason of any breach or failure by any underwriter or any Selling Holder (excluding Management Holders). The Holders to be a party if, included in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement pursuant to Section 3(a) (or to suspend the use of an effective excluding Management Holders) may at any time withdraw such request for registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECaccordance with Section 3(a)(ii)(D).

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365 day period, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company may, by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is a party or expects to be a party ifbeing used in connection with the resale of Exchange Securities by Participating Broker Dealers as contemplated by Section 3(f), in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential Exchange Offer Registration Statement) and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of the related Prospectus for up to 45 consecutive days each, but no more than an effective registration statement) as a result thereof has not exceeded twenty (20) trading aggregate of 90 days during any 365 day period, upon the happening of any event or the discovery of any fact or the taking of any action referred to in the aggregateSection 3(e)(vi), and provided further that but subject to compliance by the Company shall not be permitted to avoid filing a registration statement (or to suspend with its obligations under the use last paragraph of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent Registration Statement shall not be deemed (a) The Company’s obligations to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless file a registration statement with respect thereto has become effective, provided that a registration which does not become effective after and to keep the Company filed a registration statement with respect thereto solely by reason of the refusal effective pursuant to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall Section 2.2, may be deemed to have been effected by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than delayed for an Excusable Excused Reason. An “Excusable Reason” means Excused Reason shall mean the occurrence of negotiations with respect to a material agreement agreements prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty forty five (2045) trading days in the aggregate, aggregate and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice once in any one-year twelve month period. An Excusable Reason (b) A registration requested pursuant to Section 2.2 shall also include acts of God and closure not deemed to have been effected unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the SECrefusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to be have been effected by the Company.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Notes covered thereby not being able to exchange or offer and sell such Registrable Notes during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the requirements of Section 3(k) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Notes pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference, until the offering of Registrable Notes pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may suspend the availability of a Shelf Registration Statement and the use of the related Prospectus, such registration ceases as provided in Section 3(e)(vi) and the last paragraph of Section 3 hereof, for up to be effective other than four periods of up to 45 consecutive days (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 45-day period immediately prior to either the announcement maturity of the execution Notes), but no more than an aggregate 90 days during any 365-day period, if any event shall occur (A) as set forth in Section 2(d)(i) or (B) as a result of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to it shall be a party ifnecessary, in the reasonable judgment good faith determination of the board of directors of the Company, disclosure to amend the Shelf Registration Statement or amend or supplement any prospectus or prospectus supplement thereunder in order that each such document not include any untrue statement of fact or omit to state a material fact necessary to make the statements therein not misleading in light of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during circumstances under which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECthey were made.

Effective Registration Statement. An Initial or Subsequent (a) The Company shall use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable, but not later than the Required Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act, subject to the provisions of Sections 6.4 and 6.5 hereof, until the earlier of (i) such time as the Company delivers an opinion of counsel reasonably acceptable to the Designated Holder (it being agreed that DLA Piper LLP (US) shall be satisfactory counsel) that the Designated Holder may sell in the open market in a single transaction all Registrable Securities then held by the Investor pursuant to Rule 144 of the Securities Act (or any similar provision then in force) without being subject to the volume limitations thereof or otherwise under an applicable exemption from the registration requirements of the Securities Act, as amended, and all other applicable securities and blue sky laws or (ii) all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement or pursuant to Rule 144 (such period in respect of such Registrable Securities being the applicable “Effectiveness Period”). (b) Notwithstanding anything to the contrary in this Agreement (other than Section 3.2(d) below), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and, as a result, the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Designated Holder participating therein without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement (in accordance with the following sentence) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In addition, in the event that the Staff or the SEC requires any Designated Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” (an “Underwriter Identification”) in order to permit such Registration Statement to become effective, and such Designated Holder (subject to Section 3.2(d) below) does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Designated Holder, only to the extent necessary as would cause the Staff or the SEC not to require such Underwriter Identification or until such Designated Holder accepts such Underwriter Identification and the manner thereof. In the event of any reduction in Registrable Securities pursuant to this section), if requested by a Designated Holder holding Registrable Securities that were so excluded from such registration, the Company shall use its reasonable best efforts to cause such Registrable Securities to be registered to the greatest extent and at the earliest opportunity practicable and in any event not later sixty (60) days after the earliest practicable date permitted under applicable guidance of the SEC and the Staff (and shall use its reasonable best efforts to effect additional registrations of Registrable Securities until all such securities have been included in additional Registration Statements); provided, however, that in no event shall the Company be required to file more than three (3) Registration Statements pursuant to this Section 3.2(b). (c) Notwithstanding anything to the contrary in this Agreement, a Designated Holder shall have the right to require the Company to exclude all or any portion of such Designated Holder’s Registrable Securities from any Registration Statement, by written notice to the Company upon such Designated Holder’s reasonable belief that (i) inclusion of such Registrable Securities in the Registration Statement could subject such Designated Holder to underwriter liability, or (ii) the SEC or the Staff will impose restrictions and terms on the disposition of such Registrable Securities that are materially inconsistent with the Plan of Distribution attached hereto as Exhibit B. In such event, the Company shall be required to file a new Registration Statement for such excluded shares in accordance with Section 3.2(b). (d) If any such Registration Statement and related prospectus refers to any Designated Holder by name or otherwise as the holder of any securities of the Company and if in such holder’s sole and exclusive judgment, such holder is or might be deemed to have been effected, other than for be an Excusable Reason, as hereinafter defined, (i) unless underwriter or a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment controlling person of the Company, disclosure or that such reference could reasonably be expected to result in an Underwriting Identification requirement, such holder shall have the right to (i) require the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the negotiations or other event would be adverse to the best interests investment quality of the Company provided Company’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement Company, or (or suspended the use of an effective registration statementii) as a result thereof has not exceeded twenty (20) trading days in the aggregateevent that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, and provided further that require the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure deletion of the SECreference to such holder.

Effective Registration Statement. An A Initial or Subsequent Registration Statement shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SEC.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of ​ ​ Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent Exchange Offer Registration Statement shall pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, the offering of Registrable Units pursuant to such registration statement becomes subject to Exchange Offer Registration Statement or Shelf Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court court, such Exchange Offer Registration Statement or Shelf Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Units pursuant to such Registration Statement may legally resume. The Company will be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if it voluntarily takes any action that would result in any such Registration Statement not being declared effective or that would result in the otherwise eligible Holders of Registrable Units covered thereby not being able to exchange or offer and sell such Registrable Units during that period, unless such action is required by applicable law or regulation or otherwise permitted by provisions of this Agreement. Liquidated Damages. In the event that: the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 210th calendar day after the Closing Date, then, commencing on the 211th calendar day after the Closing Date, liquidated damages (the "Liquidated Damages") shall accrue on the liquidation value of the Units over and above the otherwise applicable distribution rate at a rate of 0.25% per annum, plus an additional 0.25% per annum of the liquidation value of the Units from and during any period in which such event has continued for more than 90 calendar days;the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 270th calendar day after the Closing Date, then, commencing on the 271st calendar day after the Closing Date, Liquidated Damages shall accrue on the liquidation value of the Units over and above the otherwise applicable distribution rate at a rate of 0.25% per annum, plus an additional 0.25% per annum of the liquidation value of the Units from and during any reason period in which such event has continued for more than 90 calendar days;(A) the Company has not exchanged Exchange Units for all Units validly tendered, in accordance with the terms of the Exchange Offer, on or prior to the 315th calendar day after the Closing Date or (B) if the Shelf Registration Statement is required to be filed pursuant to Section 2(b) of this Agreement but is not declared effective by the SEC on or prior to the 315th calendar day after the Closing Date, then, commencing on the 316th calendar day after the Closing Date, Liquidated Damages shall accrue on the liquidation value of the Units over and above the otherwise applicable distribution rate at a rate of 0.25% per annum, plus an additional 0.25% per annum of the liquidation value of the Units from and during any period in which such event has continued for more than 90 calendar days; the Exchange Offer Registration Statement has been declared effective and such stop order Exchange Offer Registration Statement ceases to be continuously effective or other action continues the Prospectus contained in effect such Exchange Offer Registration Statement ceases to be usable for five trading days its intended purpose (A) at any time prior to the expiration of the Applicable Period or (iiiB) ifif related to corporate developments, public filings with the SEC or similar events or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Liquidated Damages shall accrue on the liquidation value of the Units over and above the otherwise applicable distribution rate at a rate of 0.25% per annum of the liquidation value commencing on the day that (in the case of (A) above), or the 46th (cumulative) day after it has become effective(in the case of (B) above), such registration Exchange Offer Registration Statement ceases to be effective other or the Prospectus ceases to be usable for its intended purposes, plus an additional 0.25% of the liquidation value of the Units from and during any period in which such event has continued for more than 90 calendar days; orthe Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or the Prospectus contained in such Shelf Registration Statement ceases to be usable for resales (A) at any time prior to the expiration of the Effectiveness Period or (B) if related to corporate developments, public filings with the SEC or similar events or because the Prospectus contains an Excusable Reason. An “Excusable Reason” means the occurrence untrue statement of negotiations with respect to a material agreement fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Liquidated Damages shall accrue on the liquidation value of the Units over and above the otherwise applicable distribution rate at a rate of 0.25% per annum of the liquidation value commencing on the day that (in the case of (A) above), or the 46th (cumulative) day after (in the case of (B) above), such Shelf Registration Statement ceases to be effective or the Prospectus ceases to be usable for resales, plus an additional 0.25% per annum of the liquidation value of the Units from and during any period in which such event has continued for more than 90 calendar days; provided, however, that the aggregate amount of Liquidated Damages in respect of the Units may not exceed 0.50% per annum of the liquidation value of the Units (regardless of whether multiple events triggering Liquidated Damages under this subsection (e) exist); provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (in the case of clause (ii) above), (3) upon the exchange of Exchange Units for all Units validly tendered (in the case of clause (iii)(A) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (iii)(B) above), (4) upon the earlier of (x) such time as the Exchange Offer Registration Statement which had ceased to remain effective or the Prospectus which had ceased to be usable for its intended purpose again becomes effective and usable for its intended purpose, as applicable, and (y) the expiration of the Applicable Period (each in the case of clause (iv) above), and (5) upon the earlier of (x) such time as the Shelf Registration Statement which had ceased to remain effective or the Prospectus which had ceased to be usable for resales again becomes effective and usable for resales, as applicable, and (y) the expiration of the Effectiveness Period (each in the case of clause (v) above), Liquidated Damages on the liquidation value of the Units as a result of such clause (or the relevant subclause thereof) shall cease to accrue; provided, further, however, that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to either the announcement 270th calendar day after the Closing Date and the Company shall request Holders to provide the information required by the SEC for inclusion in the Shelf Registration Statement, the Units owned by Holders who do not provide such information when required pursuant to Section 2(b) of this Agreement will not be entitled to any Liquidated Damages for any day after the 270th calendar day after the Closing Date, regardless of the execution existence of any events which would otherwise trigger Liquidated Damages under this subsection (e) for such Holders. Any Liquidated Damages due pursuant to Section 2(e)(i), (ii), (iii), (iv) or (v) above will be payable in cash on the agreement or next succeeding March 15, June 15, September 15 and December 15, as the termination of case may be, to eligible Holders (as determined under this subsection (e)) on the negotiations with respect relevant record dates for distributions on the Units. Specific Enforcement. Without limiting the remedies available to such proposed agreement and other similar material corporate events to which the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is a party or expects no adequate remedy at law, that it would not be possible to be a party ifmeasure damages for such injuries precisely and that, in the reasonable judgment event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential 's obligations under Section 2(a) and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statementSection 2(b) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SEChereof.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that would reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this Section 2(d)(i) shall prevent the accrual of Additional Interest (as defined below) on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing with its obligations under the last paragraph of Section 3 and to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use notification requirements of an effective registration statementSection 3(k) as a result thereof has not exceeded twenty (20) trading days in the aggregatehereof, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECif applicable.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the requirements of Section 3(k) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Securities pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other applicable governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may suspend the availability of a Shelf Registration Statement and the use of the related Prospectus, such registration ceases as provided in Section 3(e)(vi), for up to be effective other than four periods of up to 45 consecutive days (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 45-day period immediately prior to either the announcement maturity of the execution Securities), but no more than an aggregate of 90 days during any 365-day period, if any event shall occur (A) as set forth in Section 2(d)(i) or (B) that, in the reasonable good faith determination of the agreement or the termination Company, in accordance with its understanding of the negotiations with respect to such proposed agreement and disclosure requirements of applicable securities law based on advice of counsel, would require disclosure of any financing, acquisition, corporate reorganization or other similar material corporate events to which transaction or development involving the Company or one of its Affiliates that is a party or expects would be material to be a party ifthe Company and that, in the reasonable judgment of the Company, such disclosure of the negotiations or other event would not at that time be adverse to in the best interests of the Company (a "Material Event Election"), provided that the Company is continuing to treat such negotiations as confidential and provided further that the any period during which the Company is precluded requires Holders to refrain from filing disposing of their Registrable Securities due to a Material Event Election (an "Election Period") shall be deemed to trigger the registration statement (or suspended obligation of the use of an effective registration statementCompany to pay additional interest in accordance with Section 2(e) as a result thereof to the extent that such Election Period, together with all other days that the Shelf Registration Statement has not exceeded twenty (20) trading become unusable in any consecutive twelve-month period, exceeds 90 days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one. The two-year period. An Excusable Reason period provided for in Section 2(b)(i)(C) above shall also include acts be extended by an amount of God and closure of the SECtime equal to all such Election Periods.

Effective Registration Statement. An Initial or Subsequent Exchange Offer Registration Statement shall pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that, if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. If the Company, TWI and TBS fail to comply with the above provisions, additional interest (the "Additional Interest") shall be assessed as follows: (i) If the Exchange Offer Registration Statement or Shelf Registration Statement is not filed within 150 days following the Closing Date, then commencing on the 151st day after the Closing Date, Additional Interest shall be accrued on the Debentures over and above the accrued interest at a rate of .50% per annum; or (ii) If an Exchange Offer Registration Statement or Shelf Registration Statement is filed pursuant to (i) above and is not declared effective within 180 days following the Closing Date, then commencing on the 181st day after the Closing Date, Additional Interest shall be accrued on the Debentures over and above the accrued interest at a rate of .50% per annum; or (iii) If either (A) the Company has not exchanged Exchange Debentures for all Debentures validly tendered in accordance with the terms of the Exchange Offer on or prior to 45 days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) if applicable, the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any reason time prior to two years from the Closing Date, then Additional Interest shall be accrued on the Debentures over and above the accrued interest at a rate of .50% per annum immediately following the (x) 46th day after such stop order effective date, in the case of (A) above, or other action continues (y) the day such Shelf Registration Statement ceases to be effective in effect the case of (B) above: provided, however, that the Additional Interest rate on the Debentures may not exceed .50% per annum; and, provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Debentures for five trading days all Debentures tendered or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective prior to two years from the Closing Date (in the case of (iii) above), Additional Interest on the Debentures as a result of such clause (i), (ii) or (iii) ifshall cease to accrue. Any amounts of Additional Interest due pursuant to clauses (i), after it has become effective(ii) or (iii) above will be payable in cash, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means on the occurrence of negotiations with respect to a material agreement prior to either the announcement same original payment dates of the execution Debentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the agreement or Debentures, multiplied by a fraction, the termination numerator of which is the negotiations with respect to number of days such proposed agreement and other similar material corporate events to which Additional Interest rate was applicable during such period (determined on the Company is basis of a party or expects to be a party if, in the reasonable judgment 360-day year comprised of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregatetwelve 30-day months), and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use denominator of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECwhich is 360.

Effective Registration Statement. An Initial or Subsequent ​ (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith ​ and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. ​ (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. ​ (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year periodSection 3. An Excusable Reason shall also include acts of God and closure of the SEC.​

Effective Registration Statement. An Initial or Subsequent (i) The Company and the Guarantor shall be deemed not to have used their respective reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company or the Guarantor voluntarily take any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company or such Guarantor in good faith and for valid business reasons (but not including avoidance of the Company's or such Guarantor's obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company and the Guarantor promptly comply with the requirements of Section 3(k) hereof, if applicable. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; provided, (ii) however, that if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Securities pursuant to a Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company and the Guarantor may suspend the availability of a Shelf Registration Statement and the use of the related Prospectus, such registration ceases as provided in Section 3(e)(vi), for up to be effective other than four periods of up to 45 consecutive days (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 45-day period immediately prior to either the announcement maturity of the execution Securities), but no more than an aggregate of 90 days during any 365-day period, if any event shall occur (A) as set forth in Section 2(d)(i) or (B) that, in the reasonable good faith determination of the agreement board of directors of the Company or the termination Guarantor, in accordance with its understanding of the negotiations with respect to such proposed agreement and disclosure requirements of applicable securities law, would require disclosure of any financing, acquisition, corporate reorganization or other similar material corporate events to which transaction or development involving the Company or one of its Affiliates that is a party or expects would be material to be a party ifthe Company and that, in the reasonable judgment of the board of directors of the Company, such disclosure of the negotiations or other event would not at that time be adverse to in the best interests of the Company (a "Material Event Election"), provided that the Company is continuing to treat such negotiations as confidential and provided further that the any period during which the Company is precluded requires Holders to refrain from filing disposing of their Registrable Securities due to a Material Event Election (an "Election Period") shall be deemed to trigger the registration statement (or suspended obligation of the use of an effective registration statementCompany to pay additional interest in accordance with Section 2(e) as a result thereof to the extent that such Election Period, together with all other days that the Shelf Registration Statement has not exceeded twenty (20) trading become unusable in any consecutive twelve-month period, exceeds 90 days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one. The two-year period. An Excusable Reason period provided for in Section 2(b)(i)(C) above shall also include acts be extended by an amount of God and closure of the SECtime equal to all such Election Periods.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable (but not including avoidance of the Company’s obligations hereunder). Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or result in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 90 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 90-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(vi), or (b) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent The Registration Statement shall referred to in Section 2(a) hereof will not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the Company, (ii) if, after it has become been declared effective, such registration statement becomes subject the offering of Registrable Securities pursuant to the Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iiiii) if, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means upon the occurrence of negotiations with respect to a material agreement prior to either any event which makes any statement in the announcement Prospectus which is part of the execution Registration Statement untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein not misleading, such Registration Statement will be deemed not to have been effective during the period of such interference or occurrence, until (x) the offering of Registrable Securities pursuant to such Registration Statement may legally resume or (y) the Company has amended or supplemented such prospectus to correct such misstatement or omission and has furnished copies of the agreement amended or supplemented Prospectus to the Holders, as the case may be. If the Registration Statement is deemed not to have been effective for any period of time pursuant to this Section 2(c), the Effectiveness Period shall be extended by the number of days during the period from and including the date of the occurrence of an event described in the foregoing clause (i) or (ii), as the case may be, to and including the date of the occurrence of the event described in the foregoing clause (x) or (y), as the case may be. The Company shall be deemed not to have used its reasonable best efforts to cause the Registration Statement to become, or to remain, effective during the requisite period if it voluntarily takes any action that would result in the Registration Statement not being declared effective or in the Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period unless (i) such action is required by applicable law, including, but not limited to, reasonable periods necessary to prepare appropriate disclosure, or (ii) such action is taken by the Company in good faith and for business reasons, including, without limitation, the acquisition or divestiture of assets or the termination offering or sale of the negotiations with respect to such proposed agreement and other similar material corporate events to which securities, so long as the Company is promptly thereafter prepares a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse post-effective amendment to the best interests of Registration Statement or a supplement to the Company provided that the Company is continuing to treat such negotiations related prospectus so that, as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SEC.thereafter

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being effective or remaining effective or in the Holders of Registrable Securities (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Securities) covered thereby not being able to exchange or offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities or Exchange Securities. (ii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effectivethe Company may, such registration ceases by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities by Participating Broker- Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to be effective other than two periods of up to 60 consecutive days each (except for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement consecutive 60-day period immediately prior to either the announcement final maturity of the execution Subordinated Notes), but no more than an aggregate of 120 days during any 365-day period, upon (A) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (B) if the Company determines in good faith that effecting or maintaining the availability of the agreement or the termination registration would materially and adversely affect an offering of securities of the negotiations with respect to such proposed agreement and other similar material corporate events to which Company or if the Company is a party or expects to be a party if, in possession of material non-public information the reasonable judgment of the Company, disclosure of the negotiations or other event which would not be adverse to in the best interests of the Company provided that Company, in each case subject to compliance by the Company is continuing to treat such negotiations as confidential and provided further that with its obligations under the period during which the Company is precluded from filing the registration statement (or suspended the use last paragraph of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its commercially reasonable efforts to cause the Exchange Offer Registration Statement or any Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Notes (including, under the circumstances contemplated by Section 3(f) hereof, Exchange Notes) covered thereby not being able to exchange or offer and sell such Registrable Notes during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets or a material corporate transaction or event, or if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case so long as the Company promptly complies with the notification requirements of Section 3(j) hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional Interest on any Registrable Notes or Exchange Notes. (ii) During any 365-day period, the Company may, by notice as described in Section 3(e), suspend the availability of a Shelf Registration Statement (and, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Notes by Participating Broker-Dealers as contemplated by Section 3(f), the Exchange Offer Registration Statement) and the use of the related Prospectus for up to two periods of up to 60 consecutive days each (except for the consecutive 60-day period immediately prior to final maturity of the Notes), but no more than an aggregate of 120 days during any 365-day period, upon (a) the happening of any event or the discovery of any fact referred to in Section 3(e)(v), or (b) if the Company determines in good faith that effecting or maintaining the availability of the registration would materially and adversely affect an offering of securities of the Company or if the Company is in possession of material non-public information the disclosure of which would not be in the best interests of the Company, in each case subject to compliance by the Company with its obligations under the last paragraph of Section 3. (iii) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC or becomes effective in accordance with the provisions of Section 8(a) of the 1933 Act; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating Notes pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and such stop order or other action continues in effect for five trading days or (iii) if, after it has become effectivecourt, such registration ceases Registration Statement shall be deemed not to be have been effective other than for an Excusable Reason. An “Excusable Reason” means during the occurrence period of negotiations with respect to a material agreement prior to either such interference until the announcement offering of the execution of the agreement or the termination of the negotiations with respect Registrable Notes pursuant to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECRegistration Statement may legally resume.

Effective Registration Statement. An Initial or Subsequent Exchange Offer Registration Statement shall pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have been effected, other than for an Excusable Reason, as hereinafter defined, (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have unless it has been effected declared effective by the CompanySEC; PROVIDED, (ii) HOWEVER, that if, after it has become been declared effective, such registration statement becomes subject the offering of Transfer Restricted Securities pursuant to an Exchange Offer Registration Statement or Shelf Registration Statement is interfered with by any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for court, such Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Transfer Restricted Securities may legally resume. The Issuers will be deemed not to have used their best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if they voluntarily take any reason action that would result in any such Registration Statement not being declared effective or in the Holders of Transfer Restricted Securities covered thereby not being able to exchange or offer and sell such stop order or other Transfer Restricted Securities during that period, unless (i) such action continues in effect for five trading days is required by applicable law or (iiiii) if, after it has become effectivein the case of the Shelf Registration Statement only, such registration ceases to be effective other than action is taken by the Issuers in good faith and for an Excusable Reason. An “Excusable Reason” means valid business reasons (but not including avoidance of the occurrence of negotiations with respect to Issuers' obligations hereunder) including a material agreement prior to either corporate transaction, and the announcement aggregate number of the execution of the agreement days in which such Shelf Registration Statement is not effective or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is a party or expects to be a party ifusable does not exceed 60 days; PROVIDED, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing Issuers will be entitled to treat such negotiations as confidential benefit of this clause (ii) only once during the term of this Agreement and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded twenty (20) trading days in the aggregate, and provided further that the Company Liquidated Damages shall not be permitted to avoid filing a registration statement (accrue during such 60-day period by reason of such Shelf Registration Statement not being effective or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECusable.

Effective Registration Statement. An Initial or Subsequent (i) The Company shall be deemed not to have used its reasonable best efforts to cause the Shelf Registration Statement to become, or to remain, effective during the requisite periods set forth herein if the Company voluntarily takes any action that could reasonably be expected to result in any such Registration Statement not being declared effective or remaining effective or in the Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period unless (A) such action is required by applicable law or (B) such action is taken by the Company in good faith and for valid business reasons (but not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long as the Company promptly complies with the notification requirements of Section 3(k) hereof, if applicable. (ii) A Shelf Registration Statement pursuant to Section 2(a) hereof shall not be deemed to have become effective unless it has been effecteddeclared effective by the SEC; provided, other than for an Excusable Reasonhowever, as hereinafter definedthat if, (i) unless a registration statement with respect thereto after such Registration Statement has become been declared effective, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder offering of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating pursuant to a disclosure matter unrelated to such holder) shall be deemed to have been effected Registration Statement is interfered with by the Company, (ii) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or any other governmental agency or court for any reason and court, such stop order or other action continues in effect for five trading days or Registration Statement shall be deemed not to have been effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. (iii) ifDuring any 365-day period, after it has become effective, such registration ceases to be effective other than for an Excusable Reason. An “Excusable Reason” means the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement and other similar material corporate events to which the Company is may, by notice as described in Section 3(e), suspend the availability of a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential Shelf Registration Statement and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of the related Prospectus for up to two periods of up to 75 consecutive days each (except for the consecutive 75-day period immediately prior to final maturity of the Notes), but no more than an effective registration statement) as a result thereof has not exceeded twenty (20) trading aggregate of 150 days during any 365-day period, upon the happening of any event or the discovery of any fact referred to in the aggregateSection 3(e)(vi), and provided further that but subject to compliance by the Company shall not be permitted to avoid filing a registration statement (or to suspend with its obligations under the use last paragraph of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include acts of God and closure of the SECSection 3.