Common use of Initial Shelf Registration Statement Clause in Contracts

Initial Shelf Registration Statement. The Issuers shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Issuers shall use their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period").

Initial Shelf Registration Statement. The Issuers Company shall (and shall cause each Guarantor to), as promptly prepare and as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "“Initial Shelf Registration Statement"”). The Issuers shall file with If applicable law or interpretations of the staff of the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall would not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each consummation of the Issuers Exchange Offer, the Company shall (and shall cause each Guarantor to) use their its reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Closing DateDate (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act Act, (such 24 month iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or shorter period, the "Effectiveness Period")(iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Issuers Enova shall promptly (i) prepare and file with the SEC a Registration Statement (the “Initial Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Act no later than five (5) Business Days following the Distribution Date, or such earlier date as requested by Parent, to register the Retained Stock (the "Initial Shelf Registration Statement"). The Issuers shall file with the SEC the Initial Shelf Registration Statement on or prior “Registrable Securities”) to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate formoffered by Parent, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall the shares of Retained Stock to be distributed by Parent for delivery under Parent’s long-term incentive plans and equity-based compensation plans, (ii) use its reasonable best efforts to cause such Initial Registration Statement to be declared effective as soon as practicable after such filing under the Securities Act, (iii) not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of ) relating to the Issuers shall Registrable Securities, and (iv) use their its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement and any Subsequent Registration Statement relating to the Registrable Securities continuously effective under the Securities Act (the “Effectiveness Period”) until the date which is 24 months from the Closing Date, or such shorter period ending when (i) that all Registrable Securities covered by the have been distributed. The Initial Registration Statement shall be a Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement on Form S-1 or (ii) a Subsequent Shelf Registration Statement covering all another appropriate form permitting registration of the Registrable Securities has been declared effective under the Securities Act for resale or distribution as set forth in the “Plan of Distribution” section of the Initial Registration Statement as is furnished by Parent to Enova; provided, however, Enova shall prepare and file with the SEC a new Registration Statement with the SEC on Form S-3 to register an offering of the Registrable Securities to be made on a continuous basis pursuant to Rule 415 of the Securities Act, promptly after Enova becomes eligible to use Form S-3 (such 24 month or shorter period, similar provisions then effect) of the "Effectiveness Period")Securities Act.

Initial Shelf Registration Statement. The Issuers Company shall promptly prepare and file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers Company shall file with the SEC Commission the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below)Statement. Each of the Issuers The Company shall use their its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing DateIssue Date (or such shorter period under Rule 144 under the Securities Act then in effect after which non-affiliates of the issuer are permitted to resell securities without registration), or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period").

Initial Shelf Registration Statement. The Issuers and Guarantors shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers and Guarantors shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, form if available, permitting registration of such Registrable Securities for resale by such holders Holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers and Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below)Statement. Each of the The Issuers and Guarantors shall use their commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which that is 24 months from the Closing Issue Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period").

Initial Shelf Registration Statement. The Issuers Company and the Guarantors shall promptly prepare and use commercially reasonable efforts to file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the "“Initial Shelf Registration Statement"”). The Issuers shall file with Company and the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Issuers Guarantors shall use their best commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Target Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement. The Company and the Guarantors shall and use commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from first anniversary of the Closing DateDate (subject to extension pursuant to the last sentence of Section 5(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective by the Commission under the Securities Act or (such 24 month or shorter periodiii) there cease to be any outstanding Registrable Notes. Notwithstanding anything to the contrary in this Agreement, at any time, the "Effectiveness Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 days in any calendar year (each, a “Shelf Suspension Period"”), if the Board of Directors of the Company determines reasonably and in good faith that (x) the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Initial Shelf Registration Statement. The Issuers Company shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering registering the resale from time to time by the Holders of all of the Registrable Securities (the "“Initial Shelf Registration Statement"). The Issuers shall file with the SEC the Initial Shelf Registration Statement ”) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form, if available, form permitting registration of such the Registrable Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, excluding Underwritten Offerings) and set forth in one or more underwritten offerings)the Initial Shelf Registration Statement. The Issuers Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Issuers The Company shall use their best its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which (A) that is 24 months from two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, or (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, or (B) when a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period")Act.

Initial Shelf Registration Statement. The Issuers Stater Bros. and the Guarantors shall promptly carefully prepare and file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "“Initial Shelf Registration Statement"”). The Issuers Stater Bros. and the Guarantors shall use their best efforts to file with the SEC the such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to the Filing Date120 days after such obligation arises. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form, if available, form permitting registration of such Registrable Transfer Restricted Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Stater Bros. and the Guarantors shall not permit any securities other than the Registrable Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement (pursuant to this Agreement unless and until such Holder furnishes to Stater Bros. and the Guarantors in writing, within 15 business days after receipt of a request therefor, such information as defined below)Stater Bros. and the Guarantors may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each of Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to Stater Bros. and the Issuers Guarantors all information to be disclosed in order to make the information previously furnished to Stater Bros. and the Guarantors by such Holder not materially misleading. Stater Bros. and the Guarantors shall use their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing DateEffectiveness Date (subject to extension pursuant to the last paragraph of Section 5 hereof) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities has been declared effective under the Securities Act or (such 24 month or shorter period, iii) during any period in which all Transfer Restricted Securities may be sold pursuant to Rule 144(k) under the "Effectiveness Period")Securities Act.

Initial Shelf Registration Statement. The Issuers Company shall (and shall cause each Guarantor to), as promptly prepare and as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the "“Initial Shelf Registration Statement"”). The Issuers If the Company (and any Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Issuers Date and shall use their its best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration Statement within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 90 days after delivery of the Shelf Notice). The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Closing DateDate (subject to extension pursuant to Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act or (such 24 month or shorter period, the "Effectiveness Period")iii) there cease to be any outstanding Registrable Notes.

Initial Shelf Registration Statement. The If at any time a Shelf Filing Event shall occur, then the Issuers shall as promptly prepare as practicable (but in no event later than 30 days after the notice of the occurrence of the Shelf Filing Event) and at their sole expense file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the "“Initial Shelf Registration Statement"”). The Issuers shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities Notes to be included in the Initial any Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below)Statement. Each of the Issuers Issuer shall use their its reasonable best efforts efforts: (i) in the case of Section 2(i)(i) above, to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness 240th day after the Issue Date; (ii) in the case of Sections 2(i)(ii), and to keep (iii) or (iv) above, cause the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been to be declared effective under the Securities Act on or prior to the 90th day after the date on which the Shelf Registration Statement is required to be filed; and (such 24 month or shorter periodiii) use its reasonable best efforts to keep the Shelf Registration Statement effective until the earliest of (A) the time when the Notes covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any information under clause (c), (e), (f) and (h) of Rule 144, (B) two years from the "Issue Date and (C) the date on which all Notes registered thereunder are disposed of in accordance therewith subject to extension pursuant to the penultimate paragraph of Section 5 hereof (the “Effectiveness Period"”); provided, however, that (i) the Effectiveness Period in respect of the Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and (ii) the Issuer may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders solely as a result of the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus, provided that the Effectiveness Period in respect of the Shelf Registration shall be extended by such number of days for which effectiveness is suspended under this clause (ii).

Initial Shelf Registration Statement. The Issuers Issuer shall promptly prepare (and shall cause each Guarantor to), no later than the 30th day following delivery of the Shelf Notice (the “Shelf Filing Date”), file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "“Initial Shelf Registration Statement"”). The Issuers Issuer shall file with (and shall cause each Guarantor to) use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the SEC Securities Act as promptly as practicable thereafter (but in no event more than 45 days after delivery of the Shelf Notice); provided, that the Issuer and the Guarantor shall not be required to cause the Initial Shelf Registration Statement on or to be declared effective at any time prior to the Filing Effective Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, form permitting registration of such Registrable Transfer Restricted Securities for resale by such holders Holders in the manner or manners reasonably designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Issuer and Guarantor shall not permit any securities other than the Registrable Transfer Restricted Securities to be included in the Initial any Shelf Registration Statement or any Subsequent Shelf Registration Statement Statement. The Issuer shall (as defined below). Each of the Issuers and shall cause each Guarantor to) use their its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Closing DateDate (subject to extension pursuant to the last sentence of Section 6(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act Act, (such 24 month iii) all Transfer Restricted Securities can be sold by non-affiliates of the Issuer pursuant to Rule 144 without any limitations under Rule 144 or shorter period, the "Effectiveness Period")(iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Issuers Company shall promptly prepare and file and shall cause the Guarantors to promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers Company shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Issuers The Company shall use their best all reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Issue Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month months or shorter period, the "Effectiveness Period"); provided, however, that if a Shelf Registration Statement or Subsequent Shelf Registration Statement ceased to be effective as a result of (i) the filing of a post-effective amendment to such Shelf Registration Statement or Subsequent Shelf Registration Statement or (ii) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement, Subsequent Shelf Registration Statement or a related prospectus (such period of time when the Shelf Registration Statement or Subsequent Shelf Registration Statement ceases to be effective, the "Non-Effectiveness Period") the Effectiveness Period shall be increased by the Non-Effectiveness Period.

Initial Shelf Registration Statement. The Issuers Company and each Guarantor shall as promptly prepare and as practicable after the date of the Shelf Notice file with the SEC Commission a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement")Notes, except as otherwise provided in this Agreement. The Issuers Company and each Guarantor shall use commercially reasonable efforts to file with the SEC Commission the Initial Shelf Registration Statement on or prior within 60 days of the delivery of the Shelf Notice and shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Filing DateSecurities Act as promptly as practicable thereafter (but in no event more than 120 days after the Shelf Notice). The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, form permitting registration of such Registrable Securities Notes for resale by such holders Holders in the manner or manners reasonably designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Company and the Guarantors shall not permit any securities other than the Registrable Securities Notes to be included in any Shelf Registration Statement. No Holder shall be entitled to include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Initial Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company and the Trustee, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, may reasonably request for inclusion in any Subsequent Shelf Registration Statement (as defined below)or Prospectus included therein. Each of The Company and the Issuers Guarantors shall use their best commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective (other than during any Blackout Period (as defined in Section 3(d) below)) under the Securities Act until the date which is 24 months one year from the Closing Datedate the Initial Shelf Registration Statement is declared effective (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or otherwise cease to be Registrable Notes or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period")Act.

Initial Shelf Registration Statement. The Issuers shall promptly prepare ------------------------------------ and file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "Initial Shelf Registration Statement"). The Issuers shall use their best efforts to file with the SEC the such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after such obligation arises (the Filing "Shelf Effectiveness Date"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form, if available, form permitting registration of such Registrable Transfer Restricted Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement (pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 15 business days after receipt of a request therefor, such information as defined below)the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each of Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading. The Issuers shall use their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date, Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Datedate that the Initial Shelf Registration Statement is declared effective (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities has been declared effective under the Securities Act or (such 24 month or shorter period, iii) during any period in which all Transfer Restricted Securities may be sold pursuant to Rule 144(k) under the "Effectiveness Period")Securities Act.

Initial Shelf Registration Statement. The Issuers shall (and shall cause each Guarantor to), as promptly prepare and as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "“Initial Shelf Registration Statement"”). The Issuers shall file with If applicable law or interpretations of the staff of the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall would not permit any securities other than the Registrable Securities to be included in consummation of the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of Exchange Offer, the Issuers shall (and shall cause each Guarantor to) use their reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Guarantor to) use their best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Issuers shall (and shall cause each Guarantor to) use their best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Closing DateDate (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act Act, (such 24 month iii) all Transfer Restricted Securities can be sold by non-affiliates of the Issuers pursuant to Rule 144 without any limitations under Rule 144 or shorter period, the "Effectiveness Period")(iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Issuers Stater Bros. shall promptly ------------------------------------ carefully prepare and file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "Initial Shelf Registration Statement"). The Issuers Stater Bros. shall use its best efforts to file with the SEC the such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to the Filing Date120 days after such obligation arises. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form, if available, form permitting registration of such Registrable Transfer Restricted Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Stater Bros. shall not permit any securities other than the Registrable Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement (pursuant to this Agreement unless and until such Holder furnishes to Stater Bros. in writing, within 15 business days after receipt of a request therefor, such information as defined below)Stater Bros. may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each of Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to Stater Bros. all information to be disclosed in order to make the Issuers information previously furnished to Stater Bros. by such Holder not materially misleading. Stater Bros. shall use their its best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing DateEffectiveness Date (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities has been declared effective under the Securities Act or (such 24 month or shorter period, iii) during any period in which all Transfer Restricted Securities may be sold pursuant to Rule 144(k) under the "Effectiveness Period")Securities Act.

Initial Shelf Registration Statement. The Issuers Company and the Guarantors shall promptly prepare and file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Issuers Company and the Guarantors shall use their respective best efforts to file with the SEC the such Initial Shelf Registration Statement on or prior to with the Commission as promptly as practicable after such obligation arises, but in no event later than the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 (if available) or another appropriate form, if available, form permitting registration of such Registrable Transfer Restricted Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Neither the Company nor any Guarantor shall not permit any securities other than the Registrable Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement (pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 business days after receipt of a request therefor, such information as defined below)the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each of Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers Company all information to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Guarantors shall use their respective best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to 90 days after the Effectiveness Date, obligation to file the Initial Shelf Registration Statement arises and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Datedate it becomes effective (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities has been declared effective under the Securities Act or (such 24 month or shorter period, iii) during any period in which all Transfer Restricted Securities may be sold pursuant to Rule 144(k) under the "Effectiveness Period")Securities Act.

Initial Shelf Registration Statement. The Issuers Company and the Guarantors shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers If the Company and the Guarantors shall have not yet filed an Exchange Offer Registration Statement, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement within 60 days of the Shelf Registration Event. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate formform including Form S-3, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more an underwritten offeringsoffering). The Issuers Company and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below)Statement. Each of The Company and the Issuers Guarantors shall use their respective best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Datelater of (A) the 180th day after the Issue Date and (B) the 120th day after the Shelf Registration Event, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 36 months from the Closing Issue Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 36 month or shorter period, the "Effectiveness Period").

Initial Shelf Registration Statement. The Issuers shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Issuers shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each of the Issuers shall use their best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness PeriodEFFECTIVENESS PERIOD").

Initial Shelf Registration Statement. The Issuers Company shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering registering the resale from time to time by the Holders of all of the Registrable Securities (the "“Initial Shelf Registration Statement"). The Issuers shall file with the SEC the Initial Shelf Registration Statement ”) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form, if available, form permitting registration of such the Registrable Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, excluding Underwritten Offerings) and set forth in one or more underwritten offerings)the Initial Shelf Registration Statement. The Issuers Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below); other than registrable securities pursuant to a registration rights agreement dated as of July 9, 2004, by and among the Company, the Initial Purchaser and Banc of America Securities LLC. Each of the Issuers The Company shall use their best its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date (A) that is two years after July 9, 2004, or if later, the date on which is 24 months from the Closing DateOption Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, or (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, or (B) when a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period")Act.

Initial Shelf Registration Statement. The Issuers Stater Bros. and the Guarantors shall promptly carefully prepare and file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "“Initial Shelf Registration Statement"”). The Issuers Stater Bros. and the Guarantors shall use their commercially reasonable efforts to file with the SEC the such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to the Filing Date120 days after such obligation arises. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form, if available, form permitting registration of such Registrable Transfer Restricted Securities for resale by such holders Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Stater Bros. and the Guarantors shall not permit any securities other than the Registrable Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement (pursuant to this Agreement unless and until such Holder furnishes to Stater Bros. and the Guarantors in writing, within 15 business days after receipt of a request therefor, such information as defined below)Stater Bros. and the Guarantors may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each of Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to Stater Bros. and the Issuers Guarantors all information to be disclosed in order to make the information previously furnished to Stater Bros. and the Guarantors by such Holder not materially misleading. Stater Bros. and the Guarantors shall use their best commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months from the Closing Datelater of (i) the Effectiveness Date and (ii) the date on which such Initial Shelf Registration Statement is actually declared effective (subject to extension pursuant to the last paragraph of Section 5 hereof) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities has been declared effective under the Securities Act or (such 24 month or shorter period, iii) during any period in which all Transfer Restricted Securities may be sold pursuant to Rule 144(k) under the "Effectiveness Period")Securities Act.

Initial Shelf Registration Statement. The Issuers shall promptly prepare Corporation will prepare, file (to the extent not previously filed) and file with use commercially reasonable efforts to cause to become effective no later than the SEC 180th calendar day following the Closing Date (the “Effective Date”), a Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the Corporation is then eligible to file an Automatic Shelf Registration Statement), registering for an offering to be made on a continuous basis pursuant to Rule 415 covering resale all of the Registrable Securities (issued to the "Initial Shelf Registration Statement")Major Webhelp Stockholders on the Closing Date under the Securities Act. The Issuers shall file with plan of distribution indicated in the SEC the Initial Shelf Registration Statement on or will include all such methods of sale as any Major Webhelp Stockholder may reasonably request in writing at least five Business Days prior to the Filing Datefiling of the Shelf Registration Statement and that can be included in the Shelf Registration Statement under the rules and regulations of the SEC. The Initial Until the date that all Registrable Securities cease to be Registrable Securities, the Corporation shall use commercially reasonable efforts to keep current and effective such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement (or file a new Shelf Registration Statement (which Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included in the Initial an Automatic Shelf Registration Statement or any Subsequent if the Corporation is then eligible to file an Automatic Shelf Registration Statement) when such preceding Shelf Registration Statement (as defined below). Each expires pursuant to the rules of the Issuers shall use their best efforts to cause the Initial Shelf Registration Statement to SEC) as may be declared effective under the Securities Act on necessary or prior to the Effectiveness Date, and appropriate to keep the Initial such Shelf Registration Statement continuously effective and useable for the resale of all Registrable Securities under the Securities Act until the date which is 24 months from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Act. Any Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been when declared effective under (including the documents incorporated therein by reference) will comply in all material respects as to form with all applicable requirements of the Securities Act (such 24 month and the Securities Exchange Act and will not contain an untrue statement of a material fact or shorter period, omit to state a material fact required to be stated therein or necessary to make the "Effectiveness Period")statements therein not misleading.

Initial Shelf Registration Statement. The Issuers Company shall promptly prepare (and shall cause each Guarantor to) file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Entitled Securities (the "“Initial Shelf Registration Statement"”). The Issuers Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to file with the SEC Commission the Initial Shelf Registration Statement within 30 days after the Shelf Filing Obligation arises and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective by the Commission on or prior to the Filing Shelf Effectiveness Target Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, form permitting registration of such Registrable Entitled Securities for resale by such holders Holders in the manner or manners reasonably designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Company and Guarantors shall not permit any securities other than the Registrable Entitled Securities to be included in the Initial any Shelf Registration Statement or any Subsequent Shelf Registration Statement Statement. The Company shall (as defined below). Each of the Issuers and shall cause each Guarantor to) use their best its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Closing DateDate (subject to extension pursuant to the last sentence of Section 6(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Entitled Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Entitled Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective by the Commission under the Securities Act or (such 24 month or shorter periodiii) there cease to be any outstanding Entitled Securities. Notwithstanding anything to the contrary in this Agreement, at any time, the "Effectiveness Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 days in any calendar year (each, a “Shelf Suspension Period"”), if the Board of Directors of the Issuer determines reasonably and in good faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Initial Shelf Registration Statement. The Issuers Company shall (and shall cause each Guarantor to), promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "“Initial Shelf Registration Statement"”). The Issuers shall file with If applicable law or interpretations of the staff of the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall would not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each consummation of the Issuers Registered Exchange Offer, the Company shall (and shall cause each Guarantor to) use their its reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Closing DateDate (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act Act, (such 24 month iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or shorter period, the "Effectiveness Period")(iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Issuers Company and the Guarantors shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Issuers If the Company and the Guarantors shall have not yet filed an Exchange Offer Registration Statement, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement within 60 days of the Shelf Registration Event. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, including Form S-3, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more an underwritten offeringsoffering). The Issuers Company and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below)Statement. Each of The Company and the Issuers Guarantors shall use their respective best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Datelater of (A) the 180th day after the Issue Date and (B) the 120th day after the Shelf Registration Event, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 36 months from the Closing Issue Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act (such 24 36 month or shorter period, the "Effectiveness Period").

Initial Shelf Registration Statement. The Issuers Company shall promptly prepare (and shall cause each Guarantor to) file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Entitled Securities (the "“Initial Shelf Registration Statement"”). The Issuers Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to file with the SEC Commission the Initial Shelf Registration Statement within 30 days after the Shelf Filing Obligation arises and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective by the Commission on or prior to the Filing Shelf Effectiveness Target Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, form permitting registration of such Registrable Entitled Securities for resale by such holders Holders in the manner or manners reasonably designated by them (including, without limitation, in one or more underwritten offerings). The Issuers Company and Guarantors shall not permit any securities other than the Registrable Entitled Securities to be included in the Initial any Shelf Registration Statement or any Subsequent Shelf Registration Statement Statement. The Company shall (as defined below). Each of the Issuers and shall cause each Guarantor to) use their best its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Closing DateDate (subject to extension pursuant to the last sentence of Section 6(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Entitled Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Entitled Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective by the Commission under the Securities Act or (such 24 month or shorter periodiii) there cease to be any outstanding Entitled Securities. Notwithstanding anything to the contrary in this Agreement, at any time, the "Effectiveness Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 days in any calendar year (each, a “Shelf Suspension Period"”), if the Board of Directors of the Company determines reasonably and in good faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Initial Shelf Registration Statement. The Issuers (i) Notwithstanding anything to the contrary contained in this Agreement, as soon as practicable following the first date of the Company’s eligibility to file a Registration Statement on Form S-3 (but no later than 30 days following such date), the Company shall promptly prepare and use reasonable best efforts to file with the SEC Commission a Shelf Registration Statement for an offering on Form S-3 (as such Registration Statement may be amended from time to be made on a continuous basis pursuant to Rule 415 covering all of time, the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Issuers , and shall file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities to be included include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall have timely requested inclusion therein of some or any Subsequent Shelf Registration Statement (as defined below)all of its Registrable Securities by written notice to the Company. Each of the Issuers The Company shall use their its reasonable best efforts to cause have the Initial Shelf Registration Statement to be declared effective under by the Securities Act Commission as soon as reasonably practicable after the Company files the Initial Shelf Registration Statement but no later than the fifth Business Day following the date on which the Commission informs the Company that it does not intend to review the Initial Shelf Registration Statement or prior the fifth Business Day following the resolution or clearance of all Commission comments to the Effectiveness DateInitial Shelf Registration Statement, and as applicable. (ii) The Company shall use reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under effective, and not subject to any stop order, injunction or other similar order or requirement of the Securities Act Commission, until the date on which is 24 months from the Closing Date, or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in shall cease to be Registrable Securities (such earlier date, the manner set forth and as contemplated in “Initial Shelf Expiration Date”). (iii) Until the Initial Shelf Expiration Date, the Company shall file any supplements or post-effective amendments required to be filed by applicable law so that (A) the Initial Shelf Registration Statement does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading and (iiB) a Subsequent Shelf Registration Statement covering all the Company complies with its obligations under Item 512(a)(1) of the Registrable Securities has been declared effective under the Securities Act (such 24 month or shorter period, the "Effectiveness Period").Regulation S-K.

Initial Shelf Registration Statement. The Issuers Company shall (and shall cause each Guarantor to), promptly prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the "“Initial Shelf Registration Statement"”). The Issuers shall file with If applicable law or interpretations of the staff of the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Issuers shall would not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). Each consummation of the Issuers Registered Exchange Offer, the Company shall (and shall cause each Guarantor to) use their its reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is 24 months two years from the Initial Note Closing DateDate (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act Act, (such 24 month iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or shorter period, the "Effectiveness Period")(iv) there cease to be any outstanding Transfer Restricted Securities.