Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly 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 Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall as soon as reasonably practicable, but in any event within five (and shall cause each Guarantor to), as promptly as practicable5) business days after the Closing Date, 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 Shelf Notes Registration (the “Initial Shelf RegistrationRegistration Statement”). The Company shall ) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of the Closing) on a delayed or continuous basis and shall cause each Guarantor to) use its commercially reasonable efforts to cause the such Initial Shelf Registration Statement to be declared effective an automatic shelf registration statement (as promptly as practicable thereafter (but defined in no event later than Rule 405 promulgated under the Shelf Effectiveness Date)Securities Act) on Form S-3. The Initial Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or another appropriate such other form permitting of registration of such Shelf Notes statement as is then available to effect a registration for resale by Holders of the Registrable Securities and shall contain a prospectus in such form as to permit the manner resale of the Registrable Securities included therein pursuant to any method or manners reasonably designated by them combination of methods legally available to, and requested by, any Holder named therein, including a distribution to, and resale by, the members, partners, stockholders or other equity holders of any Holder (including, without limitation, one or more Underwritten Offeringsa “Member Distribution”). The Further, the Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and Guarantors shall otherwise take any action reasonably necessary to include such language, if such language was not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously Statement (or, if applicable, the registration statement filed in connection with any Subsequent Shelf Registration (as defined below)), or revise such language if deemed reasonably necessary by any such Holder in connection with such Member Distribution or otherwise to permit the public resale of Registrable Securities by such Holder in accordance with this Section 2.1. As soon as practicable following the effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Statement, but in any event within three (subject to extension pursuant to Section 3(e3) or Section 6) (business days of such date, the “Effectiveness Period”)Company shall notify the Holders of the effectiveness of such Initial Shelf Registration Statement. When deemed effective, or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold Statement (including the documents incorporated therein by reference) will comply as to form in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all material respects with all applicable requirements of the Registrable Notes covered by Securities Act and the Exchange Act and will not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144contain a Misstatement.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”)") subject to the Company's right pursuant to Section 3(c) to exclude the Registrable Securities of Holders that have not provided the information required to be furnished by such Holders pursuant to Section 3(c) hereof. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease ceases to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but in no event later than following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 90 days following delivery of the Shelf Notice, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Subsidiary Guarantor to) use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use their commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after filing of the Initial Shelf Registration, the “Shelf Effectiveness Date”). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 66(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, each of the Issuers shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each of the Issuers shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Each of the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 60 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, ) use its commercially reasonable efforts to 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Partnership and the Parent (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the SEC on or prior to the 60th day following the date such Initial Shelf Effectiveness Date)Registration was filed. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Partnership and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company Parent shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Partnership, the Parent or the Subsidiary Guarantors, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (use its best efforts to prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchaser. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Parent and the Company shall (and shall cause each other Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If Parent and the Company (and any other Guarantor) have not yet filed an Exchange Registration Statement, Parent and the Company shall (and shall cause each other Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the 30th day following the Shelf Notice (the “Shelf Filing Date”) and shall use its commercially their reasonable best efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Securities Act on or prior to the 90th day following the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Parent, the Company and the other Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Parent and the Company shall (and shall cause each other Guarantor to) use its commercially their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 65(v)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Provided (i) the Company is S-3 Shelf Eligible and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), the Company shall (use its reasonable best efforts to file and shall cause each Guarantor to), make effective as promptly soon as reasonably practicable, file with and in any case no earlier than 30 days following the SEC date hereof, a Registration Statement on Form S-3 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of promulgated under the Shelf Notes Securities Act (the a “Initial Shelf Registration”), with respect to all of the Registrable Securities. The Company shall (promptly give notice at least 10 Business Days prior to the anticipated filing date of such Shelf Registration to all Holders of Registrable Securities, and offer such Holders the opportunity to register the number of Registrable Securities as each such Holder may request by written notice to the Company, given within five Business Days after such Holders are given the Company’s notice of the Shelf Registration. The “Plan of Distribution” section of such Shelf Registration shall cause permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including Alternative Transactions. With respect to each Guarantor to) Shelf Registration, the Company shall use its commercially reasonable best efforts to cause such Registration Statement to remain effective until the Initial date set forth in Section 2.7(a)(ii). No Holder shall be entitled to include any of its Registrable Securities in a Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)unless such Holder has complied with Section 2.8. The Initial obligations set forth in this Section 2.2(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 2.7(f) and has otherwise complied with its obligations pursuant to this Article II. The rights of Holders with respect to any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Suspension Periods, as provided in Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 1442.5.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable but in any event within 30 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the penultimate paragraph of Section 3(e) or Section 6) 4 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes).

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"), subject to the Issuers' right pursuant to Section 3(c) to exclude the Registrable Securities of Holders which have not provided the information required to be furnished by such Holders pursuant to Section 3(c). The Company Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Provided (i) the Company is S-3 Shelf Eligible and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), the Company shall (use its reasonable best efforts to file and shall cause each Guarantor to), make effective as promptly soon as practicable, file with the SEC a Registration Statement on Form S-3 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of promulgated under the Shelf Notes Securities Act (the a “Initial Shelf Registration”), with respect to all of the Registrable Securities. The Company shall promptly give notice (via facsimile or electronic transmission) at least 10 Business Days prior to the anticipated filing date of such Shelf Registration to all Holders of Registrable Securities, and offer such Holders the opportunity to register the number of Registrable Securities as each such Holder may request by written notice to the Company, given within five Business Days after such Holders are given the Company’s notice of the Shelf Registration. The Holders of Subscriber Registrable Securities shall cause have no right to include Subscriber Registrable Securities to the extent such Subscriber Registrable Securities are subject to an effective registration statement filed in accordance with the terms of the Warrant Agreement. The “Plan of Distribution” section of such Shelf Registration shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including Alternative Transactions. With respect to each Guarantor to) Shelf Registration, the Company shall use its commercially reasonable best efforts to cause such Registration Statement to remain effective until the Initial date set forth in Section 2.7(a)(ii). No Holder shall be entitled to include any of its Registrable Securities in a Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)unless such Holder has complied with Section 2.8. The Initial obligations set forth in this Section 2.2(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 2.7(f) and has otherwise complied with its obligations pursuant to this Article II. The rights of with respect to any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Suspension Periods, as provided in Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 1442.5.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the later of (i) the Filing Date and (ii) 90 days after delivery of the Shelf Notice (or if such 90th day is not a Business Day, on the next succeeding Business Day), and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders as specified in the manner or manners reasonably designated “Plan of Distribution” section of the registration statement, as such section is furnished by them (including, without limitation, one or more Underwritten Offeringsthe Initial Purchaser in accordance with Section 2(e). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 65(b) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e5(n) or Section 6and 5(w) hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement, the Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following the delivery of the Shelf Notice, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 12 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the Plan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 120th day following the Plan Effective Date; provided, however, that the Company shall not be required to include in the Initial Shelf Registration Statement the Registrable Securities of any Holder unless such Holder otherwise timely complies with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall cause each Guarantor tobe on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (d) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but practicable, and in no any event not later than the Shelf Effectiveness 365th day following the Plan Effective Date). The Initial , and shall use its reasonable efforts to keep such Shelf Registration shall be Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders on Form S-3 or another appropriate form permitting registration is a Smaller Reporting Company eligible to incorporate by reference pursuant to Item 12(b) of Form S-1 and (B) has filed such Shelf Notes for resale by Holders in Registration Statement with the manner or manners reasonably designated by them Commission and such Registration Statement has been declared effective and (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor toii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (e) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 6. (f) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5 of this Agreement, provided that either (i) the principal amount of Registrable Securities to be included in such “takedown” shall equal at least twenty percent (20%) of the outstanding Shelf Notes registered thereunder Registrable Securities held by all Holders or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $15 million.

Initial Shelf Registration. The Company Issuer shall as promptly as practicable file (and shall cause each any then existing Subsidiary Guarantor to), as promptly as practicable, file to file) with the SEC a Notes Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuer (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Issuer shall file (and shall cause each any then existing Subsidiary Guarantor toto file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registerable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuer and the Trustee in writing, within 30 days after receipt of a request therefor, such information as the Issuer and the Trustee after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). If the Company and the Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchasers. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and shall cause each Guarantor to(ii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than after the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company filing thereof and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 36 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers shall (have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior to the Filing Date, the Issuers shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not Issuers may permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration to the extent required by contractual obligations of the Company in effect on the Issue Date. The Company Issuers shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 135th day after the filing thereof with the SEC and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act. Notwithstanding any other provision of this Agreement, the Issuers may postpone or suspend the filing or effectiveness of a Registration Statement (iiior any amendments or supplements thereto) there cease to be any outstanding Shelf Notes registered thereunder if (i) such action is required by applicable law or (ivii) such action is taken by the date on which all Registrable Notes covered by such Shelf Registration become eligible Issuers in good faith and for resale without regard to volumevalid business reasons (not including the avoidance of the Issuers' obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the SEC or other restrictions contained similar events, so long as the Issuers promptly thereafter comply with the requirements of Section 5(b) hereof, if applicable. Notwithstanding the occurrence of any event referred to in Rule 144the immediately preceding sentence, such event shall not suspend, postpone or in any other manner affect the running of any time periods for the purpose of determining the entitlement of the Holders to Additional Interest under Section 4 hereof.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its reasonable best efforts to, as promptly as practicable, 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 Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to Section 3(e5(v) or Section 6hereof) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company shall (shall, and shall cause each Guarantor to), use its best efforts to, as promptly as practicable, 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 Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf 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 Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes cease to be Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iiiiv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all no Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144remain outstanding.

Initial Shelf Registration. The At any time when (i) the Company shall (and shall cause each Guarantor to), as promptly as practicable, file becomes eligible to use Form S-3 in connection with the SEC a Registration Statement for an secondary public offering to be made of its equity securities on a delayed or continuous basis pursuant to Rule 415 covering all under the Securities Act, in accordance with SEC Guidance (“S-3 Shelf Eligible”) and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective (subject to any applicable Suspension), upon the written request of the Shelf Notes any Holder of Registrable Securities (the “Initial Shelf Requesting Holder”), the Company shall use its commercially reasonable efforts to register, under the Securities Act on Form S-3 for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), the offer and sale of such amount of Registrable Securities owned by such Shelf Requesting Holder as such Shelf Requesting Holder shall request. Upon the receipt of such written request, the Company shall promptly give notice (via facsimile or electronic transmission) of such requested Shelf Registration at least ten (10) business days prior to the anticipated filing date of such Shelf Registration to the other Holders of Registrable Securities, and such notice shall describe the proposed Shelf Registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such Holders of Registrable Securities the opportunity to register the number of Registrable Securities as each such Holder of Registrable Securities may request by written notice to the Company, given within five (5) business days after such Holders of Registrable Securities are given the Company’s notice of the Shelf Registration. The “Plan of Distribution” section of such Shelf Registration shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions, hedging transactions and sales not involving a public offering. With respect to each Shelf Registration, the Company shall (x) as promptly as practicable after the written request of the Holder of Registrable Securities, file a Registration Statement and shall cause each Guarantor to(y) use its commercially reasonable efforts to cause the Initial Shelf such Registration Statement to be declared effective as promptly as practicable thereafter (but practicable, and remain effective until the date set forth in no event later than the Section 8. No Holders of Registrable Securities shall be entitled to include any of its Registrable Securities in a Shelf Effectiveness Date)Registration unless such Holder of Registrable Securities has complied with Section 9. The Initial obligations set forth in this Section 4 shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 8 and has otherwise complied with its obligations pursuant to this Section 4. The rights of Holders of Registrable Securities with respect to any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Suspension, as provided in Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 1447.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its commercially reasonable best efforts to, as promptly 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 Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”) within 30 days (or 60 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 90 days (or 180 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its commercially reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-1 (or, if available, Form S-3) or another appropriate form permitting registration of such Registrable Notes for resale by Holders (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not, without the written consent of the Backstop Purchasers, permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year from the effectiveness date earliest of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all the Registrable Notes covered by registered under such Shelf Registration become eligible for resale Statement may be sold, in the opinion of counsel to the Company, in a three-month period under Rule 144 without regard to volume, manner of sale volume or other restrictions contained limits, (ii) the date all the Registrable Notes registered under such Shelf Registration Statement have been sold and (iii) two years after the date on which such Shelf Registration Statement became effective with respect to the offer and sale of the Registrable Notes, plus the aggregate number of days in Rule 144all applicable suspension periods set forth herein (including days when such Shelf Registration Statement was not effective or use thereof was suspended, including as a result of any of the events specified in Section 3(e), Section 5(c) or Section 5(e)). The Company shall notify each Holder when the Initial Shelf Registration Statement has been declared effective.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering (as may be amended from time to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (time, the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the Plan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th day following the Plan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th day after the Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty percent (20%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall cause each Guarantor toinclude in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) Upon the request of any Holder whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request, the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every fiscal quarter of the Company. (d) Within ten (10) days after receiving a request pursuant to Section 2(c), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (f) The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The practicable, and shall use its reasonable best efforts to keep such Initial Shelf Registration shall be on Form S-3 Statement continuously effective, and not subject to any stop order, injunction or another appropriate form permitting registration other similar order or requirement of such Shelf Notes the Commission, until the earlier of (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders in on Form S-3 and (B) has filed such Registration Statement with the manner or manners reasonably designated by them Commission and which is effective and (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor toii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (g) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any outstanding Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Notes registered thereunder Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement. (h) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 6 of this Agreement, provided that (i) the number of shares included in such “takedown” shall equal at least twenty percent (20%) of all Registrable Securities at such time or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $25 million.

Initial Shelf Registration. The Company Quintiles shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Commission no later than 90 days following the settlement of the Initial Secondary Offering, or, if such settlement shall not have occurred on or prior to March 31, 1997, no later than March 31, 1997, one or more Registration Statements under the Regulations covering at least 5 million Registrable Securities for offerings to be made by Holders from time to time in the aggregate amount of no more than 500,000 Registrable Securities in any 90 day period (any or all such Registration Statements being hereinafter referred to as the "Initial Shelf Registration"); provided, however, that the volume of Registrable Securities that may be sold pursuant to the plan of distribution described in any Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration may be increased from time to time by Quintiles after consultation with Gold▇▇▇, ▇▇ch▇ & ▇o. upon reasonable prior notice to the Holders. The Initial Shelf and any Subsequent Shelf Registrations shall be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)non-underwritten. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them subject to the provisions hereof. Quintiles shall use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act not later than (including, without limitation, one i) the 121st calendar day subsequent to the settlement of the Initial Secondary Offering or more Underwritten Offerings). The Company and Guarantors (ii) if such settlement shall not permit any securities other than the Shelf Notes have occurred on or prior to be included in any Shelf Registration. The Company shall (March 31, 1997, on or as soon as practicable after March 31, 1997 and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until such time as the date which is one year from the effectiveness date earlier of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes 4 million of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration (as defined herein) covering all of the Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration and not previously sold has been declared effective under the Securities Act, (iii) there cease registration of the Registrable Securities is no longer required under the Securities Act and the Holder may sell all remaining Registrable Securities in the open market in amounts that equal or exceed the amount that can be sold under this clause pursuant to be any outstanding Shelf Notes registered thereunder the volume and other limitations of Rule 144 or otherwise (giving effect to the 90-day period in both cases), (iv) the covered securities cease to be Registrable Securities or (v) three years have elapsed from the date on which all Registrable Notes covered by such the Initial Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144was first declared effective (the "Shelf Effectiveness Period").

Initial Shelf Registration. The Company shall (and shall cause each Guarantor Guarantors to), as promptly 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 Shelf Notes (the “Initial Shelf Registration”). The If the Company and the Guarantors have not yet filed an Exchange Registration Statement, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Initial Shelf Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor Guarantors to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor Guarantors to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 6)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). If the Issuers shall have not yet filed an Exchange Offer, the Issuers shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers shall (and not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Issuers shall cause each Guarantor to) use its their commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Effectiveness Date). The Initial Shelf Registration shall be Securities Act on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in prior to the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company 60th day after the filing thereof with the SEC and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date on which is one year from the effectiveness date Securities are no longer "restricted securities" (within the meaning of Rule 144 under the Initial Shelf Registration Act) (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (promptly prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Interest for which registration has been requested by AcquisitionCo (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor toi) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to the 30th day after the date on which the Company receives the Registration Demand, subject to extension of such period as provided for in the event of AcquisitionCo’s failure to timely provide information requested by the Company for use in the Initial Shelf Registration (the “Shelf Filing Date”) and (ii) use their best efforts to cause such Initial Shelf Registration Statement to be declared effective by the SEC as promptly soon as practicable thereafter (possible but in no event later than the date that is 90 days following the Shelf Filing Date (the “Shelf Effectiveness Date”) (including filing with the SEC as soon as practicable after the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the such Registration Statement will not be “reviewed” or will not be subject to further review, an Acceleration Request). The Initial Shelf Registration shall , subject to such delays as the Company reasonably determines may be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in necessary to comply with applicable requirements under the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company Securities Act and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registrationrules and regulations thereunder. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Notes of the Registrable Interest covered by the Initial Shelf Registration (1) have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii2) are covered by a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration that has been declared effective under the Securities Act, or (iii3) there cease are eligible to be sold immediately and freely pursuant to paragraph (k) of Rule 144 and AcqusitionCo shall have received upon request an opinion from Company’s counsel confirming such eligibility (the “Shelf Effectiveness Period”). Any such Registration Statement shall be on the appropriate form permitting registration of the Registrable Interest for resale by AcquisitionCo in the manner or manners designated by it (including, without limitation, one or more underwritten offerings). The Company shall not permit any outstanding securities other than the Registrable Interest to be included in the Demand Registration Statement, Initial Shelf Notes registered thereunder Registration or any Subsequent Shelf Registration filed pursuant to Section 4(b). AcquisitionCo shall furnish to the Company, in writing, within 20 days after receipt of a request therefor (iv) the “Response Date”), such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus or preliminary prospectus included therein. In the event any information requested by the Company shall not be furnished by the Response Date, the Shelf Filing Date or Demand Registration Date, as applicable, shall be extended by a period equal to the number of calendar days from and including the date immediately following the Response Date to and including the date on which such information is provided in full. AcquisitionCo agrees to furnish promptly to the Company all Registrable Notes covered by such Shelf Registration become eligible for resale without regard information necessary in order to volume, manner of sale make any information it is then furnishing or other restrictions contained in Rule 144has previously furnished to the Company not materially misleading.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The If the Company and the Guarantors have not filed an Exchange Offer Registration Statement, the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities requested by each of the Holders for inclusion therein by written notice to the Company no later than 30 days after the date hereof. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 90th day following the date hereof; provided, however, that the Company shall not be required to include in the Initial Shelf Registration Statement the Registrable Securities of any Holder unless such Holder otherwise timely complies with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall cause each Guarantor tobe on Form S-3 (or any equivalent or successor form) under the Securities Act, or to the extent the Company is not eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-1 or any comparable or successor form; provided, however, that if the Company has filed the registration statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company may elect, in its sole discretion, to (i) file a post-effective amendment to the registration statement converting such registration statement on Form S-1 to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the registration statement on Form S-1 and file a registration statement on Form S-3 or any equivalent or successor form or forms. (d) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but practicable, and in no any event not later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in 180th day following the manner or manners reasonably designated by them (includingdate hereof, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial such 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 which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (e) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 6. (f) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5 of this Agreement, provided that either (i) the principal amount of Registrable Securities to be included in such “takedown” shall equal at least twenty percent (20%) of the outstanding Shelf Notes registered thereunder Registrable Securities held by all Holders or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $15 million.

Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall cause each Guarantor to), as promptly as practicable, file with include in the SEC a Initial Shelf Registration Statement for an offering the Registrable Securities of each Holder who shall have requested inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than the earliest to occur of the date that the first Quarterly Report on Form 10-Q or Annual Report on Form 10-K after the Plan Effective Date is required to be made on a continuous basis pursuant filed according to Rule 415 covering all the rules and regulations of the Shelf Notes Commission (the “Initial Shelf RegistrationForm 10-Q or 10-K”). The Company shall (and shall cause each Guarantor toi) use its commercially reasonable efforts to cause file the Initial Shelf Registration Statement with the Commission no later than five (5) Business Days after the Company files the Initial Form 10-Q or 10-K, and (ii) use its reasonable best efforts to be have the Initial Shelf Registration Statement declared effective by the Commission as promptly soon as reasonably practicable thereafter after the Company files the Initial Shelf Registration Statement (but in no event later than seventy-five (75) days after it shall have filed such Shelf Registration Statement, unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Effectiveness DateRegistration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). . (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the Staff of the Commission (with any Registrable Securities not permitted to be included in the Initial Shelf Registration Statement pursuant to this Section 2(b) to be allocated among the Holders on a pro rata basis based on the total amount of Registrable Securities owned by the Holders requesting their Registrable Securities be included, unless the Commission otherwise requires or such Holders otherwise agree). (c) Subject to Section 2(b), upon the request of any Holder whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request, the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided, however, that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every ninety (90) days. (d) Within five (5) Business Days after receiving a request pursuant to Section 2(c), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the Company’s giving of such notice, provided, that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes S-1; provided, however, that, upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall use reasonable best efforts to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the manner or manners Initial Shelf Registration Statement as initially filed as soon as reasonably designated by them practicable thereafter. (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. f) The Company shall (and shall cause each Guarantor to) use its commercially 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 which is one year from the effectiveness date earlier of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders on Form S-3 and (B) has filed such Registration Statement with the Commission and which is effective and (ii) the date that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). (g) If the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement is on Form S-1, then for so long as any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration Statement remain unsold, the Company will file any supplements to the Prospectus or an earlier Subsequent post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration has been declared effective under Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the Securities Actstatements therein not misleading, and (iii) there cease to be any outstanding Shelf Notes registered thereunder or (ivii) the date on which Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement. (h) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 6 of this Agreement, provided, that the number of shares of Common Stock or Senior Secured PIK Notes included in such “takedown” shall equal at least five percent (5%) of all Registrable Notes covered by outstanding shares of Common Stock or twenty percent (20%) of the aggregate principal amount outstanding of Senior Secured PIK Notes, as applicable, at such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144time.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"), subject to the Issuers' right pursuant to Section 3(c) to exclude the Registrable Securities of Holders which have not provided the information required to be furnished by such Holders pursuant to Section 3(c). The Company Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company Issuer and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”)"INITIAL SHELF REGISTRATION") subject to the Issuer's right pursuant to Section 3(c) to exclude the Transfer Restricted Securities of Holders that have not provided the information required to be furnished by such Holders pursuant to Section 3(c) hereof. The Company Issuer and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly soon as practicable thereafter (possible following the occurrence of the event described in Section 2(i) that triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and the Guarantors (i) shall not permit any securities other than the Shelf Notes Transfer Restricted Securities to be included in any Shelf Registration. The Company , and (ii) shall (use their respective best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in respect of the Initial 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 shall be subject to reduction to the extent that the applicable provisions of Rule 144 are amended or revised, (iii) such Transfer Restricted Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable their best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Subsidiary Guarantor to) use their best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use their best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable their best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(u) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall file on or prior to the date that is thirty (30) days after the later of (x) March 31, 2022 and shall cause each Guarantor to), as promptly as practicable, file with (y) the SEC Effective Time (the “Filing Deadline”) a Registration Statement for an offering a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf,” and such initial Form S-1 Shelf or Form S-3 Shelf, as may be made on a continuous basis pursuant amended from time to Rule 415 covering all of the Shelf Notes (time, the “Initial Shelf Registration”), in each case, covering the resale on a delayed or continuous basis of all Registrable Securities eligible for inclusion therein pursuant to this Section 2.1. The Company shall give written notice to all Holders of Registrable Securities at the address or e-mail address it has in its records for such Holder at such time, at least ten (10) days prior to the proposed filing date of the Initial Registration Statement, and the Company shall cause include in such Initial Registration Statement all of the Registrable Securities then held by each Guarantor toInitial Holder and each Subsequent Holder who requests inclusion therein by completing and returning a Holder Questionnaire (to the extent required pursuant to Section 3.3.1 hereof ) at least three (3) business days prior to the filing of the Initial Shelf Registration. The Company will furnish a draft of the Registration Statement to each Holder with Registrable Securities to be included therein for review at least two (2) business days in advance of filing the Registration Statement (it being understood that the Company shall be permitted to file the Registration Statement regardless of whether any Holder has completed its review thereof or provided affirmative confirmation to the Company to such effect). The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective as promptly soon as practicable thereafter (after filing, but in no event later than (i) five (5) business days after the Shelf Company is notified (orally or in writing) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review or (ii) ninety (90) days after the earlier of the date of the Registration Statement is filled with the Commission and the Filing Deadline, if the Registration Statement is reviewed by, and the Company receives comments from, the Commission (the applicable period being the “Effectiveness DateDeadline”). The Initial Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. So long as a Holder delivers to the Company a completed Holder Questionnaire, such Holder shall not be identified as a statutory underwriter in the Registration shall be on Form S-3 Statement unless in response to a comment or request from the staff of the SEC or another appropriate form permitting registration of regulatory agency; provided, however, that if the SEC requests that such Shelf Notes for resale by Holders Holder be identified as a statutory underwriter in the manner or manners reasonably designated by them (includingRegistration Statement, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than such Holder will have an opportunity to withdraw from the Shelf Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary in order to keep a Shelf effective for the Initial period required by Section 3.1.2. In the event the Company has filed a Form S-1 Shelf and subsequently becomes eligible to use Form S-3, the Company may amend the Registration continuously effective under Statement so as to convert the Securities Act until Form S-1 Shelf (or any Subsequent Shelf Registration) to a Form S-3 Shelf provided that the date which is one year from Company shall use commercially reasonable efforts to maintain the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or then in effect until such shorter period ending when (i) all time as a Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration on Form S-3 covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities included therein has been declared effective under by the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Commission.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 390th day following March 17, 2017 and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 270th day following the Closing Date and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, -------------------------- reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-2 or S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Offer, the Issuers shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuers shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 90th day after the filing thereof with the Commission and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date on which is one year from the effectiveness date Securities are no longer "restricted securities" (within the meaning of Rule 144 under the Initial Shelf Registration Act) (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) the second anniversary of the Closing Date occurs or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Registrants shall (prepare and shall -------------------------- cause each Guarantor to), as promptly as practicable, file to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis other than pursuant to an Underwritten Offering pursuant to Rule 415 covering all of the Registrable Securities (or, if a Shelf Notes Notice is delivered solely pursuant to Section 2(c), all of the Registrable Securities held by any Restricted Persons) (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the "Initial Shelf Registration -------------------------- Statement"); provided, however, that no holder shall be entitled to have its --------- -------- ------- Registrable Securities covered by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 business days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have provided all information reasonably requested by the Registrants (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Registrants all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Registrants by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Notes Registrable Securities for such resale by Holders the holders thereof 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.but excluding any

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 390th day following the Closing Date and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuer shall as promptly as practicable file (and shall cause each any then existing Subsidiary Guarantor to), as promptly as practicable, file to 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuer (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Issuer shall file (and shall cause each any then existing Subsidiary Guarantor toto file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration within 20 Business Days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuer and the Trustee in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuer and the Trustee after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers (and any Guarantor) have not yet filed an Exchange Offer Registration Statement, the Issuers shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use their reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use their reasonable best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of on which the Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(s) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall file within 45 days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall cause each Guarantor to), as promptly as practicable, prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Registration Statement Shelf continuously effective, available for an offering to be made on a continuous basis pursuant to Rule 415 covering all use and in compliance with the provisions of the Shelf Notes (Securities Act until such time as there are no longer any Registrable Securities. In the “Initial Shelf Registration”). The event the Company files a Form S-1 Shelf, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause convert the Initial Form S-1 Shelf Registration (and any Subsequent Shelf Registration) to be declared effective a Form S-3 Shelf as promptly soon as practicable thereafter (but in no event later than after the Shelf Effectiveness Date)Company is eligible to use Form S-3. The Initial Shelf Registration shall be on Notwithstanding anything to the contrary herein, to the extent there is an active Form S-3 Shelf under this subsection 2.3.1, covering a Holder’s or another appropriate form permitting registration Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering, such Underwritten Offering shall follow the procedures of such Shelf 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 Shelf Notes to be included in any Shelf Registrationsubsection 2.3.4. The Company shall (have the right to remove any persons no longer holding Registrable Securities from the Shelf or any other shelf registration statement by means of a post-effective amendment. The Company shall maintain each Shelf in accordance with the terms hereof, and shall cause each Guarantor to) prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to keep convert the Initial Shelf Registration continuously effective under Form S-1 to a Form S-3 as soon as practicable after the Securities Act until the date which Company is one year from the effectiveness date of the Initial Shelf Registration (subject eligible to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144use Form S-3.

Initial Shelf Registration. The Company Issuer shall (use its reasonable best efforts to prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuer has not yet filed an Exchange Offer Registration Statement, the Issuer shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuer shall use its reasonable best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuer shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities requested by each of the Holders for inclusion therein by written notice to the Company no later than 30 days after the date hereof. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 90th day following the date hereof; provided, however, that the Company shall not be required to include in the Initial Shelf Registration Statement the Registrable Securities of any Holder unless such Holder otherwise timely complies with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall cause each Guarantor tobe on Form S-3 (or any equivalent or successor form) under the Securities Act, or to the extent the Company is not eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-1 or any comparable or successor form; provided, however, that if the Company has filed the registration statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form or forms, the Company may elect, in its sole discretion, to (i) file a post-effective amendment to the registration statement converting such registration statement on Form S-1 to a registration statement on Form S-3 or any equivalent or successor form or forms or (ii) withdraw the registration statement on Form S-1 and file a registration statement on Form S-3 or any equivalent or successor form or forms. (d) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but practicable, and in no any event not later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in 180th day following the manner or manners reasonably designated by them (includingdate hereof, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial such 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 which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (e) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 6. (f) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5 of this Agreement, provided that either (i) the principal amount of Registrable Securities to be included in such “takedown” shall equal at least twenty percent (20%) of the outstanding Shelf Notes registered thereunder Registrable Securities held by all Holders or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $12 million.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file to be filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis other than pursuant to an Underwritten Offer pursuant to Rule 415 covering all of the Shelf Registrable Notes (or, if a Shelf Notice is delivered solely pursuant to Section 2(c), all of the “Initial Shelf Registration”Registrable Notes held by any Restricted Persons) (the "INITIAL SHELF REGISTRATION STATEMENT"). The Company ; PROVIDED, HOWEVER, that no holder shall (and shall cause each Guarantor to) use be entitled to have its commercially reasonable efforts to cause the Registrable Notes covered by such Initial Shelf Registration Statement unless such holder agrees in writing, within 10 Business Days after actual receipt of a request therefrom, to be declared effective as bound by all the provisions of this Agreement applicable to such holder. No holder shall be entitled to the benefits of Section 4 of this Agreement unless and until such holder shall have provided all information reasonably requested by the Company (after conferring with counsel), and such holder shall not be entitled to such benefits with respect to any period during which such information was not provided. Each holder to which any Shelf Registration Statement is being effected agrees to furnish promptly as practicable thereafter (but to the Company all information required to be disclosed in no event later than order to make the Shelf Effectiveness Date)information previously furnished to the Company by such holder not materially misleading. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders the holders thereof in the manner or manners reasonably designated by them (including, without limitation, one or more but excluding any Underwritten Offerings). The Company and Guarantors shall not permit any securities other than use its reasonable best efforts to (A) cause the Initial Shelf Notes Registration Statement to be included in any Shelf Registration. The Company shall declared effective under the Securities Act on or prior to the Effective Date and (and shall cause each Guarantor toB) use its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for a period of two years after the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or 5 and subject, with respect to Registrable Notes held by Restricted Persons, to the limitations set forth in Section 62(c)) (such two-year period, as it may be extended, being the “Effectiveness Period”"EFFECTIVE PERIOD"), or such shorter period ending when (i1) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner contemplated in the Initial Shelf Registration or (ii2) a Subsequent Shelf Registration Statement covering all of the such Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration remaining unsold has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv3) the date on which all Registrable Notes covered may be sold pursuant to subsection (k) of Rule 144. Notwithstanding any other provision hereof, the Company may postpone or suspend the filing or the effectiveness of a Registration Statement (or any amendments or supplements thereto), if (1) such action is required by applicable law, or (2) such Shelf Registration become eligible action is taken by the Company in good faith and for resale without regard to volumevalid business reasons (not including avoidance of such party's obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the Commission or other restrictions contained similar events, so long as the Company promptly thereafter complies with the requirements of Section 5(b) hereof, if applicable. Notwithstanding the occurrence of any event referred to in Rule 144the immediately preceding sentence (a "SUSPENSION"), such event shall not suspend, postpone or in any other manner affect the running of the time period after which an Illiquidity Event shall be deemed to occur and, if the filing or effectiveness of a Registration Statement is postponed or suspended as a result of a Suspension, an Illiquidity Event shall nonetheless exist if all other requirements set forth for the occurrence of an Illiquidity Event shall be satisfied, and the provisions of Section 4 requiring the accrual payment of additional interest, as set forth in such Section, on the Registrable Notes, shall be applicable.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts on or prior to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes the Registrable Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more excluding Underwritten Offerings)) and set forth in the Initial Shelf Registration. The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date (A) that is two years after the Closing Date, or if later, the date on which is one year from the effectiveness date of the Initial Shelf Registration Option Notes were issued, (subject to extension such period, as it may be shortened pursuant to Section 3(eclauses (i), (ii) or Section 6(iii) (immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (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, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”)) to which this Section 3 relates. The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration as promptly as practicable and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice (or, if later, 120 days after the Closing Date) and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Notice, unless the Initial Shelf Registration Statement is reviewed by the SEC in which case the Effectiveness DateDate shall be 180 days after delivery of the Shelf Notice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Notes Transfer Restricted Securities to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

Initial Shelf Registration. Upon the Company becoming eligible for use of Form S-3 in connection with a secondary public offering of its equity securities (the “Shelf Trigger Date”), the Company shall use its reasonable best efforts to prepare and file with the Commission within thirty (30) days a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities requested to be included therein in accordance with this Section 2.02(a), and to cause such Shelf Registration Statement to become effective as promptly as practicable (but in no event later than seventy-five (75) days after it shall have filed such Shelf Registration Statement, unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Company shall promptly deliver a written notice (and shall cause each Guarantor to)a “Shelf Registration Notice”) of such Shelf Registration to all Holders, as promptly as practicablepracticable following the Shelf Trigger Date, file and in any event within five (5) Business Days thereafter, and the Company shall include in such Shelf Registration Statement all such Registrable Securities of such Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be included in the Shelf Registration Statement and such requests must be received within ten (10) days after the date that such Shelf Registration Notice has been delivered. The Shelf Registration Statement described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement, such Shelf Registration Statement shall include the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission. In such event, the number of Registrable Securities to be declared effective as promptly as practicable thereafter (but included for each Holder in no event later than the Shelf Effectiveness Date). The Initial applicable Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by reduced pro rata among all 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 Shelf Notes requesting to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial applicable Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its reasonable best efforts to, as promptly as practicable, 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 Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 105 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company To the extent called for by Section 2(j) hereof, the Issuers shall (and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Exchange Offer Filing Deadline and shall use commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Exchange Offer Effectiveness Target Date. Otherwise, the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the notification described in Section 2(j) hereof (such date by which the Shelf Registration must be filed, the “Shelf Registration Filing Deadline”, and together with the Exchange Offer Filing Deadline, the “Filing Deadline”) and use commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after the Shelf Registration Filing Deadline) (such date by which the Shelf Registration must be declared effective, the “Shelf Registration Effectiveness Target Date”, and together with the Exchange Offer Effectiveness Target Date, the “Effectiveness Target Date”). The Initial Shelf Registration shall be on Form S-3 or another an appropriate form under the Securities Act permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which it is one year from the effectiveness date no longer required to permit unrestricted sales of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Notes (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering (as may be amended from time to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (time, the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the date hereof. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th day following the date hereof; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 60th day after the date hereof revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty percent (20%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall cause each Guarantor toinclude in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) Upon the request of any Holder whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request, the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every rolling three (3)-month period. (d) Within ten (10) days after receiving a request pursuant to Section 2(c), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Initial Shelf Registration Statement shall be on Form S-3 (or, if the Company is not eligible to file the Initial Shelf Registration Statement on Form S-3, on Form S-1 (or any successor form or other appropriate form under the Securities Act)). (f) The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The practicable, and shall use its reasonable best efforts to keep such Initial Shelf Registration shall be Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) if the Initial Shelf Registration Statement is on Form S-3 or another appropriate form permitting registration of such Shelf Notes S-1, the date the Company (A) is eligible to register the Registrable Securities for resale by Holders in on Form S-3 and (B) has filed such Registration Statement with the manner or manners reasonably designated by them Commission and which is effective and (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor toii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (g) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any outstanding Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Notes registered thereunder Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement. (h) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 6 of this Agreement, provided that (i) the number of shares included in such “takedown” shall equal at least twenty percent (20%) of all Registrable Securities at such time or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $25 million.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”)) on or prior to 30 days after such filing obligation arises. The Company shall (and shall cause each Subsidiary Guarantor to) use its all commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts on or prior to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes the Registrable Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more excluding Underwritten Offerings)) and set forth in the Initial Shelf Registration. The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which (A) that is one year from two years after the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension such period, as it may be shortened pursuant to Section 3(eclauses (i), (ii) or Section 6(iii) (immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (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, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Guarantors shall (and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than on or before the Shelf Effectiveness applicable Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The In accordance with Section 5 hereof, the Company and the Guarantors shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness later of Issue Date and the date which is two years after the date on which any affiliate of the Initial Shelf Registration (subject Company ceased to extension pursuant to Section 3(e) or Section 6) hold Registrable Notes (the “"Effectiveness Period”"), or such shorter period ending when on the earliest to occur of (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been being sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been being declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which which, in the written opinion of counsel to the Company, all outstanding Registrable Notes covered held by such Shelf Registration become eligible for resale Persons that are not affiliates of the Company may be resold without regard registration under the Securities Act pursuant to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, agrees to use reasonable best efforts to 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 Shelf Notes Registration covering resales of Registrable Securities within ninety (90) days after the Closing Date (as may be amended from time to time, the “Initial Shelf RegistrationRegistration Statement”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts , so long as, prior to the Company’s request for effectiveness, the Initial Shelf Registration Statement reflects or has been amended to reflect post-Closing Date fresh-start accounting if required, to cause the Initial Shelf Registration Statement to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously become effective under the Securities Act until the date which is one year from the effectiveness date of the as promptly as practicable thereafter, and to keep such Initial Shelf Registration Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission (subject to extension postponement or blackout pursuant to a Grace Period as set forth in Section 3(e) or Section 6) (the “Effectiveness Period”5(a)), or such shorter period ending when until the earlier of (i) two (2) years following the Effective Date of such Initial Shelf Registration Statement and (ii) the date that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold Statement shall cease to be Registrable Securities (such earlier date, the “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration Statement, if any Registrable Securities covered by the Initial Shelf Registration Statement remain unsold, the period during which the Initial Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (b) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to the Initial Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(b) and Section 5. Not less than fifteen (15) calendar days prior to the anticipated Effective Date of the Initial Shelf Registration Statement, the Company shall give notice to each of the Holders (including SMH) of the anticipated Effective Date, together with the Selling Holder Questionnaire, in the same manner contemplated as it would give notice to holders under the Indenture. No Holder shall be entitled to be named as a selling securityholder in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all Statement as of the Effective Date, and no Holder shall be entitled to use the Prospectus for resales of Registrable Notes covered Securities at any time, unless such Holder has returned a completed and signed Selling Holder Questionnaire to the Company by and the deadline for response set forth therein or as otherwise set forth below for Holders who have not sold under met the initial deadline for submission of the Selling Holder Questionnaire. After the Effective Date of the Initial Shelf Registration or an earlier Subsequent Statement, the Company shall, upon the request of any Holder that had not returned a Selling Holder Questionnaire, promptly send a Selling Holder Questionnaire to such Holder. The Company shall not be required to take any action to name such Holder as a selling securityholder in the Initial Shelf Registration Statement or to enable such Holder to use the Prospectus for resales of Registrable Securities (i) until such Holder has returned a completed and signed Selling Holder Questionnaire to the Company by the deadline for response set in compliance with this Section 2(b) or (ii) if the use of the Prospectus has been declared suspended pursuant to Section 5. From and after the date the Initial Shelf Registration Statement becomes effective, the Company shall, as promptly as is practicable after the date a completed Selling Holder Questionnaire is received from a Holder, and in any event within thirty (30) days after the date of receipt of such Selling Holder Questionnaire, or if the use of the Prospectus has been suspended by the Company under Section 5 hereof at the time of receipt of the Selling Holder Questionnaire, within thirty (30) days after the expiration of the period during which the use of the Prospectus is suspended: (A) if required by applicable law, file with the Commission a post-effective amendment to the Initial Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or file any other required document so that the Holder delivering such Selling Holder Questionnaire is named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Initial Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to become effective under the Securities ActAct as promptly as is practicable. Notwithstanding the foregoing, the Company shall not be required to file more than one post-effective amendment to the Initial Shelf Registration Statement or supplement to the related Prospectus during any calendar quarter; and (iiiB) there cease unless such copy is available on ▇▇▇▇▇, upon request provide such Holder copies of any documents filed pursuant to Section 2(b)(A). (c) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (d) Within ten (10) days after receiving a request pursuant to Section 2(b), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed; provided, however that the use of Form S-3 does not otherwise limit or restrict the number of Registrable Shares that may be registered pursuant to the Initial Shelf Registration Statement. (f) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any outstanding Registrable Securities covered by the Initial Shelf Notes registered thereunder Registration Statement remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 5 of this Agreement. (g) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 4 of this Agreement, provided that (i) the number of securities included in such “takedown” shall equal at least ten percent (10%) of all Registrable Securities at such time or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $10 million.

Initial Shelf Registration. The Company Issuer shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial ------- Shelf Registration"). If the Issuer has not yet filed an Exchange Offer ------------------ Registration Statement, the Issuer shall file with the SEC the Initial Shelf Registration”). The Company shall (Registration on or prior to the Filing Date and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to become effective as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date. Otherwise, the Issuer shall use its best efforts to file the Initial Shelf Registration on or prior to 90 days after such filing obligation arises and to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)on or prior to 180 days after such obligation occurs. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuer shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending -------------------- when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act. No Holder shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuer and the Trustee in writing, (iii) there cease within 30 days after receipt of a request therefor, such information as the Issuer and the Trustee, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by included in such Shelf Registration become eligible or Prospectus included therein, may reasonably request for resale without regard to volume, manner of sale inclusion in any Shelf Registration or other restrictions contained in Rule 144Prospectus included therein.

Initial Shelf Registration. (i) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall cause include in the Initial Shelf Registration Statement the Registrable Securities of each Guarantor toHolder who shall request inclusion therein of some or all of their Registrable Securities no later than five (5) Business Days after the date that the Company furnishes or files with the SEC interim financial statements for the third quarter of fiscal 2020; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under applicable SEC Guidance. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 10th Business Day following the date that the Company furnishes or files with the SEC interim financial statements for the third quarter of fiscal 2020. (ii) Upon the request of any Holder all of whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request to include any such Registrable Securities so requested, the Company shall amend the Initial Shelf Registration Statement to include such Registrable Securities; provided that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every fiscal quarter of the Company. (iii) Within ten (10) days after receiving a request pursuant to Section 2(a)(ii), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (iv) The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (v) The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable, file and shall use its reasonable best efforts to keep such Initial Shelf Registration Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders on Form S-3 and (B) has filed such Registration Statement with the SEC a Commission and which is effective and (ii) the date that all Registrable Securities covered by the Initial Shelf Registration Statement for an offering shall cease to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (such earlier date, the “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration Statement, if any Registrable Securities covered by the Initial Shelf Registration Statement remain unsold, the period during which the Initial Shelf Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (vi) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities covered by the Initial Shelf Registration Statement remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 2.02(e) of this Agreement. (vii) After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding (each such date, a “Shelf Trigger Date”), the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, within ten (10) Business Days file a Shelf Registration Statement on Form S-3 and use its reasonable best efforts to cause such Registration Statement to be declared effective or (ii) within ten (10) Business Days file a Shelf Registration Statement on Form S-1 and use its reasonable best efforts to cause such Registration Statement to be declared effective and for so long as any Registrable Securities covered by such Shelf Registration on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 2.02(e) of this Agreement. If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Company shall promptly deliver a written notice (a “Shelf Registration Notice”) of such Shelf Registration to all Holders, as promptly as practicable following the Shelf Trigger Date, and in any event within five (5) days thereafter, and the Company shall include in such Shelf Registration Statement all such Registrable Securities of such Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be included in the Shelf Registration Statement and such requests must be received within fifteen (15) days after the date that such Shelf Registration Notice has been delivered to such Holder. The Shelf Registration Statements described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the applicable Shelf Registration Statement (hereinafter a “Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement, such Shelf Registration Statement shall include the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission. In such event, the number of Registrable Securities to be declared effective as promptly as practicable thereafter (but included for each Holder in no event later than the Shelf Effectiveness Date). The Initial applicable Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by reduced pro rata among all 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 Shelf Notes requesting to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial applicable Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement.

Initial Shelf Registration. The Company Issuer and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities covered under the first paragraph of this Section 3 (the “Initial Shelf Registration”). The Company Issuer and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to become or be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it becomes or is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration becomes or has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, the Issuers shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, the Issuers shall use their best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following delivery of the Shelf Notice but in no event later than 45 days after the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuers shall (use their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and shall cause each Guarantor to) use its commercially reasonable efforts in no event later than 90 days following delivery of the Shelf Notice, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e5 hereof) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or no Registrable Notes remain outstanding (ii) the "Effectiveness Period"), or until a Subsequent subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers have not yet filed an Exchange Offer Registration Statement, the Issuers shall (and file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall cause each Guarantor to) use its their commercially reasonable efforts to cause file the Initial Shelf Registration to be declared effective within 20 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchaser. The Initial Shelf Registration shall be on Form S-3 5-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act. No Holder shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuers and the Trustee in writing, (iii) there cease within 30 days after receipt of a request therefor, such information as the Issuers and the Trustee, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by included in such Shelf Registration become eligible or Prospectus included therein, may reasonably request for resale without regard to volume, manner of sale inclusion in any Shelf Registration or other restrictions contained in Rule 144Prospectus included therein.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, -------------------------- reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Offer, the Issuers shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuers shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day after the filing thereof with the Commission and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Subsidiary Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company and the Subsidiary Guarantors shall (have not yet filed an Exchange Offer, the Company and the Subsidiary Guarantors shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Subsidiary Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company and the Subsidiary Guarantors shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 75th day after the filing thereof with the Commission and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “"Effectiveness Period”"), or such shorter period ending when (i) the Notes registered thereunder can be sold by non- affiliates of the Company pursuant to Rule 144(k) under the Securities Act, (ii) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (iiiii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act; provided, (iii) there cease however, that the Company will have the ability to be any outstanding Shelf Notes registered thereunder or (iv) suspend the date on which all Registrable Notes covered by such availability of the Shelf Registration become eligible during any consecutive 365-day period for resale without regard up to volumetwo periods of up to 45 consecutive days, manner but not more than an aggregate of sale or other restrictions 60 days during any 365-day period (a "Suspension"), which Suspension shall not constitute a default hereunder notwithstanding anything to the contrary contained in Rule 144herein.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicablepracticable following receipt of a 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable but in any event within 45 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 ▇-▇, ▇▇▇▇ ▇-▇ or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Filing Date (subject to suspension and extension pursuant to the last sentence of each of Section 3(e5(n) or and Section 65(u) hereof, (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuer shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuer shall (and have not yet filed an Exchange Registration Statement, the Issuer shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, the Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuer shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 120 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale may be transferred without regard to volume, manner of sale restriction under the Securities Act or other restrictions contained in Rule 144144 thereunder (the "Effectiveness Period").

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 45 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 180th day after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, -------------------------- reasonably practicable 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Offer, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 75th day after the filing thereof with the Commission and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Obligors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Obligors shall (and have not yet filed an Exchange Registration Statement on the Filing Date, each Obligor shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. If the Initial Purchaser shall hold any Notes representing an unsold allotment on the Effectiveness Date, each Obligor shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the 10th day following the Effectiveness Date. In any other instance, each Obligor shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Obligors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Each Obligor shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if (i) an Exchange Registration Statement has not yet been declared effective on the Filing Date, on or prior to the Effectiveness Date, (ii) the Initial Purchaser shall hold any Notes representing an unsold allotment on the Effectiveness Date, on or prior to the 60th day following the Effectiveness Date, or, (iii) in any other instance, as soon as practicable after the filing thereof and in no event later than 90 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become are eligible for unrestricted resale without regard purchase to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act(the "Effectiveness Period").

Initial Shelf Registration. The Company shall (shall, and shall cause each Guarantor to), as promptly as practicable, use all commercially reasonable efforts to 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 Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 45 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not filed an Exchange Offer Registration Statement prior to the delivery of the Shelf Notice, then the Company shall use its best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf 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 Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Notes covered by such Shelf Registration Statement cease to be Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iiiiv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”). The Company Registration Statement") within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Registration Statement, the Company shall file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-l or another appropriate form permitting registration of such Shelf 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) such Registrable Notes are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 45 days after the Plan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 120th day following the Plan Effective Date; provided, however, that the Company shall not be required to include in the Initial Shelf Registration Statement the Registrable Securities of any Holder unless such Holder otherwise timely complies with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) The Initial Shelf Registration Statement shall cause each Guarantor tobe on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (d) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but practicable, and in no any event not later than the Shelf Effectiveness 365th day following the Plan Effective Date). The Initial , and shall use its reasonable efforts to keep such Shelf Registration shall be Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders on Form S-3 or another appropriate form permitting registration is a Smaller Reporting Company eligible to incorporate by reference pursuant to Item 12(b) of Form S-1 and (B) has filed such Shelf Notes for resale by Holders in Registration Statement with the manner or manners reasonably designated by them Commission and such Registration Statement has been declared effective and (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor toii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (e) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 6. (f) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5 of this Agreement, provided that either (i) the number of Registrable Securities to be included in such “takedown” shall equal at least twenty percent (20%) of the outstanding Shelf Notes registered thereunder Registrable Securities held by all Holders or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $15 million.

Initial Shelf Registration. Upon the Company becoming eligible for use of Form S-3 in connection with a secondary public offering of its equity securities (the “Shelf Trigger Date”), the Company shall use its reasonable best efforts to prepare and file with the Commission within thirty (30) days a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities requested to be included therein in accordance with this Section 2.03(a), and to cause such Shelf Registration Statement to become effective as promptly as practicable (but in no event later than seventy-five (75) days after it shall have filed such Shelf Registration Statement, unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.03(g). The Company shall promptly deliver a written notice (and shall cause each Guarantor to)a “Shelf Registration Notice”) of such Shelf Registration to all Holders, as promptly as practicablepracticable following the Shelf Trigger Date, file and in any event within five (5) Business Days thereafter, and the Company shall include in such Shelf Registration Statement all such Registrable Securities of such Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be included in the Shelf Registration Statement and such requests must be received within ten (10) days after the date that such Shelf Registration Notice has been delivered. The Shelf Registration Statement described in this Section 2.03(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement, such Shelf Registration Statement shall include the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission. In such event, the number of Registrable Securities to be declared effective as promptly as practicable thereafter (but included for each Holder in no event later than the Shelf Effectiveness Date). The Initial applicable Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by reduced pro rata among all 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 Shelf Notes requesting to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial applicable Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate appro- priate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all no Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144remain outstanding.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 45 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-l or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Company If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement, the Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following the delivery of the Shelf Notice, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder Registrable Securities; provided, however, that the Effectiveness Period shall be reduced to the extent that the applicable provisions of Rule 144(k) under the Securities Act are amended or (iv) revised to reduce the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144two year holding period set forth therein.

Initial Shelf Registration. 2.1.1 With respect to all of the Registrable Securities held by the Holders, the Company shall (a) as promptly as practicable prepare and file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) as permitted by Rule 415 of the Securities Act (or such other similar rule as is then applicable) for the public resale of such Registrable Securities then outstanding on a delayed or continuous basis (the “Shelf Registration”), and (b) to the extent that such Shelf Registration Statement has not theretofore been declared effective or is not automatically effective upon such filing, use reasonable best efforts to cause such Shelf Registration Statement to become and be declared effective by the Commission not later than thirty (30) days after the Closing Date (as defined in the Exchange Agreement) and in any event as soon as practicable after such filing. The Company shall (and shall use reasonable best efforts to cause each Guarantor to)Shelf Registration Statement filed pursuant to this Section 2.1 to be continuously effective, supplemented, amended or replaced to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until the earlier of (i) all Registrable Securities covered by the Shelf Registration Statement having been distributed in the manner set forth and as promptly contemplated in such Shelf Registration Statement and (ii) there no being longer any Registrable Securities outstanding. So long as practicable, file the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC a Commission, such Shelf Registration Statement shall be designated by the Company as an automatic Shelf Registration Statement. 2.1.2 If, at any time, a Shelf Registration ceases to be effective, the Company shall use its best efforts to file and use its reasonable best efforts to cause to become effective a new “evergreen” Shelf Registration Statement providing for an offering to be made on a continuous basis pursuant to Rule 415 covering of all of the Shelf Notes (Registrable Securities of the “Initial Shelf Registration”)Holders. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Such Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration Statement shall be filed on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in or, if Form S-3 is unavailable to the manner or manners reasonably designated by them (includingCompany, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf on Form S-1 following a Demand Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in by Section 2.2. 2.1.3 Upon the Initial written request of a Holder, the Company will file and seek the effectiveness of a post-effective amendment to an existing Shelf Registration (ii) a Subsequent Shelf Registration covering all in order to register up to the number of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by shares previously removed from such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144by such Holder and not “reloaded” onto such Shelf Registration.

Initial Shelf Registration. The Upon request by either Bankers, the Noteholders Group or Majority Holders, the Company shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering Offering to be made by the Holders on a continuous basis pursuant to Rule 415 under the Regulations covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date"INITIAL SHELF REGISTRATION"). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by the Holders in the manner or manners reasonably designated in writing to the Company by them (including, without limitation, one or more Underwritten underwritten Offerings). The Company and Guarantors shall not permit any securities other than use its reasonable best efforts to (i) cause the Initial Shelf Notes Registration to be included in any declared effective under the Securities Act on or prior to a date not more than 60 days after the date on which the Majority Holders initially requested the filing of such Initial Shelf Registration. The Company shall Registration (but not earlier than 180 days after the Plan Effective Date) and shall cause each Guarantor to(ii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until during the period (the "EFFECTIVENESS PERIOD") beginning on the date which is one year from the effectiveness date of the Initial Shelf Registration is declared effective and ending on the earliest to occur of (subject to extension pursuant to Section 3(eA) or Section 6) (the “Effectiveness Period”), or such shorter period ending date when (i) all Shelf Notes covered by the Initial Shelf Registration Registrable Securities have been sold by the Holders (and the Holders have no reasonable expectation of receiving any additional Registrable Securities) in the manner set forth and as contemplated in the Initial Shelf Registration, any Demand Registration Statement or any Piggyback Registration Statement, or (iiB) a Subsequent Shelf Registration covering the date when counsel to the Company shall render an opinion addressed to the Holders, which opinion shall be satisfactory in form, scope and substance to each Holder affected thereby, to the effect that all of remaining Registrable Securities are freely transferable in the Registrable Notes covered by open market without limitations as to volume and not sold under without being required to file any forms or reports with the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective SEC under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Regulations.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration promptly after of the delivery of the Shelf Notice and shall use its best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 66(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers and the Guarantor shall (-------------------------- prepare and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers and the Guarantor shall (and have not yet filed an Exchange Registration Statement, the Issuers shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Issuers and the Guarantor shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Guarantors the Guarantor shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers and the Guarantor shall use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration. The Company shall (, and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Notes Entitled Securities (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Entitled Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 65(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Entitled Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Entitled Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Entitled Securities.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to)) use its commercially reasonable efforts to, as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its commercially reasonable efforts to, as promptly as practicable, 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 Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days after the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its commercially reasonable efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year earliest of (i) two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”), or such shorter period ending when (iii) the time the Securities covered by the Initial Shelf Registration can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (iii) the date on which all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiv) the date on which a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iiiv) the date on which there cease to be any outstanding Shelf Notes registered thereunder or (iv) Registrable Notes. The Company shall notify each Holder when the date on which all Registrable Notes covered by such Initial Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement has been declared effective.

Initial Shelf Registration. The No later than fifteen (15) Business Days after the Specified Date, the Company shall (file with the Commission a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities, and shall use its reasonable best efforts to cause each Guarantor to), such Shelf Registration Statement to become effective as promptly as practicablepracticable (but in no event later than ninety (90) days after it shall have filed such Shelf Registration Statement (or the 30th day if the Commission does not review the Registration Statement), file unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Shelf Registration Statement described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance (it being understood that the Company shall not be declared effective as promptly as practicable thereafter (but in no event later than required to institute or maintain any action, suit or proceeding against the Shelf Effectiveness DateCommission or any member of the staff of the Commission). The Initial Shelf Registration shall be on Form S-3 Notwithstanding the foregoing, if the Commission or another appropriate form permitting registration of such Shelf Notes for resale by Holders in SEC Guidance prevents the manner Company from including any 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 Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Securities on any Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities ActStatement, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible Statement shall include the resale of a number of Registrable Securities which is equal to the maximum amount permitted by the Commission. In such event, the number of Registrable Securities to be included for resale without regard to volume, manner of sale or other restrictions contained each Holder in Rule 144the applicable Shelf Registration Statement shall be reduced pro rata among all Holders.

Initial Shelf Registration. The Company shall as promptly as practicable after the date of the Shelf Notice file (and shall cause each any then existing Subsidiary Guarantor to), as promptly as practicable, file to 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any then existing Subsidiary Guarantor) have not yet filed an Exchange Offer Registration Statement prior to receiving the Shelf Notice, the Company shall file (and shall cause each any then existing Subsidiary Guarantor toto file) use its commercially reasonable efforts with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration as promptly as practicable but in no event later than 30 days of the delivery of the Shelf Notice and shall cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company will not and will cause the Subsidiary Guarantors shall not to permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Obligors shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Obligors shall (and have not yet filed an Exchange Registration Statement, each Obligor shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each Obligor shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Obligors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Each Obligor shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 90 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all such Registrable Notes covered by such Shelf Registration become are eligible for resale without regard pursuant to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act (the "Effectiveness Period").

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly 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 Shelf Notes Registrable Securities (the “"Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date"). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one third year from the effectiveness date anniversary of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in pursuant to the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) that the date on which all Registrable Notes covered by such Company may suspend the effectiveness of a Shelf Registration become eligible for resale without regard a period not to volumeexceed 45 days in any calendar year (a "Shelf Blackout Period"), manner and the three year period specified above shall be extended by the number of sale days in the Shelf Blackout Period, if (i) an event occurs and is continuing as a result of which the Shelf Registration would, in the Company's good faith judgment, contain an untrue statement of a material fact or other restrictions contained in Rule 144.omit to state a material fact necessary in

Initial Shelf Registration. The Company and the Subsidiary Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, practicable after delivery of such Shelf Notice prepare and file with the SEC Commission a Registration Statement Statement, on an appropriate form under the Securities Act, for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (or, if a Shelf Notes Notice is delivered solely pursuant to Section 2(d), all of the Registrable Securities held by Restricted Persons) (the “"Initial Shelf Registration”"). The If the Company and the Subsidiary Guarantors shall (have not yet filed the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the Commission the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Filing Date). The Otherwise, the Company and the Subsidiary Guarantors shall use their best efforts to file with the Commission the Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such prior to the Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings)Filing Date. The Company and the Subsidiary Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a or any Subsequent Shelf Registration. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration covering all pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request therefor, such information as the Registrable Notes covered Company may, after conferring with counsel with regard to information relating to Holders that would be required by and not sold under the Initial Staff to be included in such Shelf Registration or an earlier Subsequent Prospectus included therein, reasonably request for inclusion in any Shelf Registration has been declared effective under the or Prospectus included therein. No Holder of Registrable Securities Act, (iii) there cease that are to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such included in a Shelf Registration become eligible for resale without regard Statement shall be entitled to volume, manner of sale or other restrictions contained in Rule 144.Liquidated Damages pursuant to Section 4 unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information to be disclosed

Initial Shelf Registration. The Following a request (the “Shelf Request”) by Holders for the inclusion in the Initial Shelf Registration Statement (as defined below) of Registrable Securities constituting at least forty percent (40%) of all Registrable Securities (on a fully diluted basis assuming the conversion of all Mandatorily Convertible Preferred Stock), and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement (and have not by the 45th day after the date on which the Shelf Request was made revoked such request by written notice to the Company), the Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering (as may be amended from time to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (time, the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein (subject to such Holder providing a Selling Stockholder Questionnaire at least three (3) business days prior to the required filing date) of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 30 days after the date on which the Shelf Request was made. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th day following the date on which the Shelf Request was made, subject to postponement or blackout pursuant to a Valid Business Reason (as defined below) and in no event prior to the seventh business day after the Company has filed an Annual Report on Form 10-K under the Exchange Act for the year ended December 31, 2017 (the “2017 Form 10-K”). (i) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (ii) Upon the request of any Holder whose Registrable Securities are not included in the Initial Shelf Registration Statement (subject to such Holder providing a Selling Stockholder Questionnaire at least three (3) business days prior to the required filing date), the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every fiscal quarter of the Company. (iii) Within ten (10) days after receiving a request pursuant to Section 2(a)(ii), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall cause each Guarantor toinclude in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (iv) The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (v) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but in no event later than reasonably practicable, so long as, prior to the Shelf Effectiveness Date). The Company’s request for effectiveness, the Initial Shelf Registration shall be on Form S-3 Statement reflects or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (includinghas been amended to reflect post-Effective Date fresh-start accounting, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the such Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year from the effectiveness date effective, and not subject to any stop order, injunction or other similar order or requirement of the Initial Shelf Registration Commission (subject to extension postponement or blackout pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”a Valid Business Reason), or such shorter period ending when until the earlier of (i) three (3) years following the Effective Date of such Shelf Registration Statement and (ii) the date that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. A. After (i) the Effective Date of the Initial Shelf Registration Statement and prior to the Initial Shelf Expiration Date and (ii) for so long as any Registrable Securities remain outstanding, the Company shall use its commercially reasonable efforts to (A) ensure that it will be eligible to register the Registrable Securities on Form S-3 after the Initial Shelf Expiration Date, and (B) meet the requirements of General Instruction VII of Form S-1 after the Initial Shelf Expiration Date. B. After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, the Company shall use its commercially reasonable efforts to (A) be eligible and/or to maintain its eligibility to register the Registrable Securities on Form S-3, and (B) meet the requirements of General Instruction VII of Form S-1. C. After the Initial Shelf Expiration Date and for so long as any Registrable Securities remain outstanding, if there is not an effective Registration Statement which includes the Registrable Securities that are currently outstanding, the Company shall (i) if the Company is eligible to register the Registrable Securities on Form S-3, promptly file a Shelf Registration Statement on Form S-3 and use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act, or (iiiii) there cease promptly file a Shelf Registration Statement on Form S-1 and use its commercially reasonable efforts to cause such Registration Statement to be declared effective and for so long as any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes Securities covered by such Shelf Registration become eligible on Form S-1 remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (x) such Shelf Registration shall not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (y) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 4(b)(i) of this Agreement. (vi) If the Initial Shelf Registration Statement is on Form S-1, then for resale without regard so long as any Registrable Securities covered by the Initial Shelf Registration Statement remain unsold, the Company will file any supplements to volumethe Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 4(b)(i) of this Agreement. (vii) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 2(f) of sale this Agreement, provided that (i) the number of securities included in such “takedown” shall equal at least twenty-five percent (25%) of all Registrable Securities at such time (assuming the conversion of all Mandatorily Convertible Preferred Stock) or other restrictions contained (ii) the Registrable Securities requested to be sold by the Holders in Rule 144such “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $25,000,000.

Initial Shelf Registration. The Company shall (shall, and shall cause each Guarantor to), use its best efforts to, as promptly as practicable, 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 Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes cease to be Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iiiiv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly 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 Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 45 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 66(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly 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 Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use all commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use all commercially reasonable efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e5(w) or Section 6) hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a -------------------------- "shelf" Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to") use its commercially reasonable efforts on or prior to cause 30 days following delivery of a Shelf Notice by the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)Issuers. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company Issuers shall (use their best efforts, as described in Section 5(b)(ii) hereof, to cause the Initial Shelf Registration to be declared effective under the Securities Act prior to or on the 90th day after the delivery of a Shelf Notice by the Issuers and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from 36 months after the effectiveness date of the Initial Shelf Registration (Effectiveness Date, subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) 5 hereof (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf then outstanding Registrable Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in by the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, (iii) there however, that the Effectiveness -------- ------- Period shall be extended to the extent necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. So long as the Initial Shelf Registration Statement in accordance with this Section 3 remains effective, the Issuers shall have no further obligation to issue Exchange Notes in an Exchange Offer pursuant to Section 2 of this Agreement, and any Liquidated Damages shall cease to be any outstanding Shelf Notes registered thereunder or (iv) accrue during such effective period; provided that the date on which all Registrable Notes covered by other provisions of this Agreement shall continue to apply as set forth in such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144provisions.